香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不會就本公告全部或任何部分內容而產生或 因依賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：6893） 截至2025年3月31日止年度之 年度業績公告 | 財務摘要 | | | | | --- | --- | --- | --- | | | 截至3月31日止年度 | | | | | 2025 | 2024 | 變動 | | | 千港元 | 千港元 | % | | 收入 | 91,887 | 92,617 | (0.8) | | 毛利 | 60,283 | 57,406 | 5.0 | | 年內虧損 | (49,420) | (36,400) | 35.8 | | 年內其他全面（開支）╱收入 | (3,795) | 5,820 | | | 每股虧損－基本及攤薄（港仙） | (4.52) | (3.36) | | –1– 業績 董事會宣佈衍生集團（國際）控股有限公司及其附屬公司截至2025年3月31日止年度之經審核 綜合業績，連同截至2024年3月31 ...

截至5月6日收盘，衍生集团（06893.HK）报0.180港元，较上个交易日上涨0.56%，当日盘中最低价触 及0.165港元，创近一年新低。 衍生集团(国际)控股有限公司(股份代号:6893)专注于开发儿科保健品、中成药、及中医相关的健康项 目。集团于1996年成立,业务遍及中国内地、香港、澳门、台湾及东南亚等地区,积极达致品牌及产品多 元化发展,照顾各个家庭的健康需要。集团以专业的管理、进取的精神、严谨的态度,凭借雄厚的实力,已 成为集研发设计、生产加工、策划推广、市场营销、物流配送为一体的中医儿童专业服务与管理企业, 并积极发展中医药文化教育及生态产业。集团旗下生产基地'衍生健康医药产业园'位于广东省云浮市云 城区,已通过'食品生产许可SC认证',具备多条可作全自动生产包装的流水线,以生产衍生品牌系列食品、 保健品等产品为主,同时专业提供优质的符合GMP要求的外品牌委托加工生产(OEM)及受委托研发设计 生产代工策划(ODM)服务,业务涵盖饮料、方便食品、糖果制品等健康食品类目。'衍生'品牌严选本草精 华,配合现代高科技,推出多元化的保健药品及食品,当中多款产品已获发中成药注册(HKC)编号,通过多项 ...

Revenue and Sales Performance - Total revenue for the six months ended September 30, 2024, was HKD 52,318,000, representing an increase from HKD 46,214,000 for the same period in 2023, reflecting a growth of approximately 13.5%[1] - Sales of health products amounted to HKD 50,618,000, while personal care products generated HKD 1,140,000, indicating a significant contribution to overall revenue[1] - The group's revenue from the Hong Kong market for the six months ended September 30, 2024, was approximately HKD 29.4 million, a decrease from HKD 39 million in 2023, representing 63.7% of total revenue compared to 74.6% in 2023[45] - Revenue from the mainland China market increased to approximately HKD 16.8 million for the same period, up from HKD 13.3 million in 2023, accounting for 36.3% of total revenue compared to 25.4% in 2023[45] - The group's revenue for the period was approximately HKD 46.2 million, a decrease of about 11.7% compared to HKD 52.3 million in the same period of 2023[57] - The product development segment accounted for approximately 98.0% of total revenue, slightly down from 98.1% in 2023[57] - The health segment contributed approximately 0.7% to total revenue, up from about 0.6% in 2023[57] - Revenue from the product development division decreased by approximately HKD 6.1 million, a decline of about 11.8% compared to the same period in 2023, primarily due to reduced income from the Hong Kong market[85] - Revenue from the e-commerce platform accounted for approximately HKD 8.2 million, a slight increase from HKD 8.1 million in 2023, reflecting the growing trend of online shopping, especially in mainland China[84] Financial Performance and Losses - The company reported a net loss of HKD 18,873,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,450,000 for the same period in 2023, representing an increase in losses of approximately 80.5%[8] - The group recorded a net loss of approximately HKD 19.2 million for the period, compared to a net loss of approximately HKD 10.5 million in the same period of 2023[72] - The net loss for the period was HKD 19,242,000, which is an increase from a net loss of HKD 10,462,000 in the same period last year, representing an increase of about 84.5%[183] - The basic and diluted loss per share for the period was HKD 1.73, compared to HKD 0.96 in the same period last year, indicating a deterioration in earnings per share[183] Assets and Liabilities - The company’s total assets and liabilities will be further detailed in the upcoming financial reports, indicating ongoing assessments for future growth strategies[11] - As of September 30, 2024, the total assets amounted to HKD 599,560,000, an increase from HKD 587,854,000 as of March 31, 2024, representing a growth of approximately 1.2%[176] - The total liabilities as of September 30, 2024, were HKD 400,727,000, slightly up from HKD 374,576,000 as of March 31, 2024, indicating an increase of about 7%[178] - Current liabilities exceeded current assets by approximately HKD 196,704,000, indicating significant uncertainty regarding the group's ability to continue as a going concern[192] Operational Strategies and Future Plans - The group plans to phase out low-margin products and allocate more resources to the product development segment, which is expected to yield higher profit margins[48] - The group plans to expand its e-commerce presence and has implemented marketing strategies to enhance brand influence and customer loyalty[67] - The group plans to expand its distribution network in mainland China, particularly in the children's health supplement market, which is expected to benefit from the implementation of China's "three-child" policy[82] - The group is implementing strategies to improve profitability and operational performance, including enhancing production efficiency of proprietary brand products[192] - The group aims to reduce product costs through in-house production as part of its business strategy[192] Shareholder Information and Corporate Governance - 彭少衍为主要股东，持有554,242,000股股份，约占50.76%[127] - 截至2024年9月30日，已发行股份总数为1,091,796,000股[126] - The audit committee consists of three independent non-executive directors, ensuring compliance with corporate governance codes[137] - The company has established a risk management and internal control system overseen by the audit committee[137] - The board consists of seven directors, including two executive directors and three independent non-executive directors[162] Cash Flow and Financial Management - The company’s cash and cash equivalents at the end of the period were HKD 5,231,000, compared to HKD 3,621,000 at the end of the same period last year, showing an increase of approximately 44.5%[187] - The operating cash flow for the period was a net outflow of HKD 11,175,000, compared to a net inflow of HKD 5,616,000 in the same period last year[187] - The group maintains ongoing communication with its main banks, with no indication of banks intending to withdraw financing or demand early repayment[192] - The board believes that the group will have sufficient working capital to meet its operational and financial obligations for the next twelve months due to expected bank loan renewals and available bank financing[196] Tax and Other Income - The company’s tax expense for the period included HKD 229,000 for Hong Kong profits tax, compared to HKD 8,000 in the previous year, indicating a significant increase in tax obligations[5] - Other income decreased by approximately 12.4% to about HKD 0.7 million for the six months ended September 30, 2024, primarily due to a decline in fair value gains on financial assets measured at fair value through profit or loss, which fell by about 9.2% to approximately HKD 1.8 million[27] - Other income increased by approximately 79.1% to about HKD 1.8 million, driven by government subsidies and the confirmation of customer deposit forfeitures[88] Legal and Compliance Matters - The group confirmed a provision of approximately HKD 18 million in the profit and loss account related to legal costs and unpaid construction costs[123] - The company has established a crisis management team to handle emergencies related to product safety[172] - The company ensures compliance with applicable laws and regulations through its risk management and internal control systems[159]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 46,214,000, a decrease of 11.7% compared to HKD 52,318,000 for the same period in 2023[2] - Gross profit for the same period was HKD 30,012,000, down 7.9% from HKD 32,597,000 in 2023[2] - The company reported a loss of HKD 19,242,000 for the period, representing an increase in loss of 83.9% from HKD 10,462,000 in the previous year[2] - Basic and diluted loss per share was HKD 1.73, compared to HKD 0.96 for the same period last year[6] - The company reported a loss before tax of HKD 19,234,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,233,000 for the same period in 2023, reflecting a worsening financial performance[25] - The group recorded a net loss of approximately HKD 19.2 million for the current period, compared to a net loss of HKD 10.5 million for the six months ended September 30, 2023[66] - The company reported a loss attributable to shareholders of HKD 18,873,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,450,000 for the same period in 2023, representing an increase in loss of approximately 80.5%[33] Revenue Breakdown - The health segment generated revenue of HKD 329,000, while the product development segment contributed HKD 45,280,000, indicating a significant reliance on product development for overall revenue[25] - Revenue from health services was HKD 296,000, showing the segment's contribution to the overall revenue despite being relatively small[23] - Revenue from the product development segment accounted for approximately 98.0% of total revenue, slightly down from 98.1% in 2023[41] - Revenue from the Hong Kong market decreased to approximately HKD 29.4 million, representing 63.7% of total revenue, down from 74.6% in 2023[42] - Revenue from the China market increased to approximately HKD 16.8 million, accounting for 36.3% of total revenue, up from 25.4% in 2023[42] - The product development segment reported a revenue of approximately HKD 45.3 million, a decrease of about 11.8% from HKD 51.4 million in 2023, with a loss of HKD 8.9 million and a loss margin of 19.6%[45] - The brand development and management segment's revenue was approximately HKD 0.3 million, down 58.0% from HKD 0.6 million in 2023, contributing about 0.6% to total revenue[46] - The trading segment's revenue increased significantly to approximately HKD 338,000, up 865.7% from HKD 35,000 in 2023, representing about 0.7% of total revenue[47] Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 599,560,000, an increase from HKD 587,854,000 as of March 31, 2024[8] - Current liabilities were HKD 245,911,000, slightly up from HKD 244,245,000 in the previous period[11] - Trade receivables, net of credit loss provisions, were HKD 10,504,000 as of September 30, 2024, compared to HKD 12,061,000 as of March 31, 2024[35] - The group's bank balance decreased from about HKD 11.2 million on March 31, 2024, to about HKD 5.2 million on September 30, 2024[75] - As of September 30, 2024, the debt-to-equity ratio was 1.7, up from 1.5 on March 31, 2024[75] - The group's pledged assets amounted to approximately HKD 440.4 million as of September 30, 2024, down from HKD 451.1 million on March 31, 2024[79] Cost Management and Efficiency - The company is implementing strategies to improve production efficiency of its proprietary brand products to reduce costs[13] - The depreciation of property, plant, and equipment amounted to HKD 6,714,000 for the six months ended September 30, 2024, down from HKD 8,541,000 in 2023, indicating potential cost-saving measures[30] - Sales and distribution expenses increased by approximately 154.1% to HKD 7.1 million, mainly due to higher advertising and promotional costs[62] - The group's inventory decreased by approximately 12.2% from about HKD 14.2 million on March 31, 2024, to about HKD 12.5 million on September 30, 2024, primarily due to a reduction in raw materials from about HKD 4 million to about HKD 2.1 million, a decrease of approximately 48.0%[72] Financing and Capital Structure - Management is actively seeking alternative financing sources, including equity financing, to improve capital structure and reduce overall financing costs[13] - The company maintains ongoing communication with its main banks regarding its financing arrangements, with no indications of withdrawal of bank financing[13] - The board believes that the company will have sufficient working capital to meet its operational and financial obligations for at least the next twelve months[14] Strategic Initiatives - The group plans to expand its distribution network in mainland China, particularly in the children's health supplement market, benefiting from the "three-child" policy[51] - The group has constructed a production facility in Yunfu, Guangdong Province, to enhance production efficiency and quality control of its health supplement products[54] - The group aims to enhance brand awareness through targeted advertising and a multi-channel marketing strategy[52] Other Information - The company did not declare any dividends for the interim period, consistent with the previous year[31] - The company applied new accounting standards that did not have a significant impact on the financial performance for the current and prior periods[19] - The group had no significant acquisitions or disposals during the period[84] - The interim report for the six months ending September 30, 2024, will be published by December 2024 according to listing rules[93] - The company operates in various segments including personal care products, health supplements, and home products under its own brands[98] - The company is involved in the trading and distribution of skincare and personal care products sourced from authorized distributors and independent merchants[99]

已出席會議╱有權出席會議之次數 董事會會議 董事會與管理層 59 衍生集團（國際）控股有限公司 二零二三/二零二四年年度報告 董事會授權 除定期董事會會議外，管理層亦每週舉行會議以審閲、討論財務及營運事宜並就此作出決定。 企業管治報告 企業管治報告 彭少衍先生（主席）為關麗雯女士之配偶。除以上披露者外，董事之間概無其他關係（包括財務、商業、 親屬或其他重大╱相關的關係）。 執行董事向高級管理人員授權部分日常管理、行政和營運。在上述人員進行重大交易之前，必須經董事會 批准。董事會還得到執行董事及高級管理層的全面支持以履行職責。 就本企業管治報告而言，管理層包括執行董事、高級管理人員及部門主管。彼等於執行董事的領導下，負 責本集團的日常營運、管理及行政。彼等亦會執行及落實董事會釐定的策略和指示。 衍生集團（國際）控股有限公司 二零二三/二零二四年年度報告 60 根據企業管治守則的守則條文第 C.2.1 條，主席與行政總裁的角色應有區分，並不應由一人同時兼任。彭少 衍先生為本公司的主席兼行政總裁。鑒於彭先生為本集團共同創辦人之一及自 1996 年以來一直有效地經營 與管理本集團，故董事會認為以彭先生在行業中淵博的知 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不會就本公告全部或任何部分內容而產生或 因依賴該等內容而引致的任何損失承擔任何責任。 （於開曼羣島註冊成立之有限公司） （股份代號：6893） 截至2024年3月31日止年度之 年度業績公告 | 財務摘要 | | | | | --- | --- | --- | --- | | | 截至3月31日止年度 | | | | | 2024 | 2023 | 變動 | | | 千港元 | 千港元 | % | | 收入 | 92,617 | 81,460 | 13.7 | | 毛利 | 57,406 | 38,836 | 47.8 | | 年內虧損 | (36,400) | (49,168) | (26.0) | | 年內其他全面收入╱（開支） | 5,820 | (12,721) | 145.8 | | 每股虧損 | | | | | – 基本及攤薄 （港仙） | (3.36) | (4.53) | | – 1 – 業績 董事會宣佈衍生集團（國際）控股有限公司及其附屬公司截至2024年3月31日止年 ...

Revenue and Financial Performance - The group's revenue for the period was approximately HKD 52.3 million, an increase of about 27.6% compared to HKD 41.0 million in the same period of 2022[9]. - Revenue for the six months ended September 30, 2023, was HKD 52,318,000, an increase from HKD 40,986,000 for the same period in 2022, representing a growth of 27.6%[115]. - The product development segment generated revenue of approximately HKD 51.4 million, up about 31.4% from HKD 39.1 million in the same period of 2022, due to the recovery of the tourism and retail sectors in Hong Kong[13]. - The gross profit increased by approximately 67.0% to about HKD 32.6 million, with a gross margin rising from approximately 47.6% to 62.3%, attributed to higher-margin products in the product development segment[26]. - The company reported a loss before tax of HKD 10,233,000, a significant improvement from a loss of HKD 24,021,000 in the previous year[96]. - The net loss for the period was HKD 10,462,000, compared to HKD 24,237,000 in the same period last year, indicating a reduction in losses[96]. - Basic and diluted loss per share for the period was HKD 0.96, an improvement from HKD 2.22 in the previous year[96]. - The company’s total comprehensive loss for the period was HKD 19,068,000, down from HKD 25,348,000 in the prior year[96]. Market Segmentation - Revenue from the Hong Kong market was approximately HKD 39.0 million, representing 74.6% of total revenue, compared to 50.0% in 2022[10]. - Revenue from the mainland China market was approximately HKD 13.3 million, accounting for 25.4% of total revenue, down from 50.0% in 2022[10]. - The product development segment accounted for approximately 98.1% of total revenue, up from 95.4% in 2022[9]. - The brand development and management segment's contribution to total revenue decreased from 2.1% in 2022 to 1.2% in the current period[9]. - The goods trading segment accounted for approximately 0.1% of total revenue, down from 1.5% in 2022[9]. - The health segment contributed approximately 0.6% to total revenue, down from 1.0% in 2022[9]. Strategic Initiatives - The company has adjusted its marketing strategies to increase advertising spending, resulting in a gradual recovery in sales in Hong Kong[10]. - The group plans to enhance its brand awareness through targeted advertising and a multi-channel marketing strategy, focusing on high-potential products[20]. - The group is expanding its manufacturing capabilities by constructing a health supplement production facility in Guangdong, China, aimed at reducing costs and improving quality control[21]. - The group aims to focus on the children's health supplement market in mainland China, leveraging the "three-child" policy to expand its distribution network[19]. - The company continues to expand its e-commerce business through popular online and mobile platforms[9]. Expenses and Income - Sales and distribution expenses slightly increased by about 5.4% from approximately HKD 2.6 million to about HKD 2.8 million, attributed to a change in marketing and advertising strategies[30]. - Administrative expenses decreased by approximately 7.7% from about HKD 36.7 million to about HKD 33.9 million, mainly due to a reduction in miscellaneous expenses from about HKD 3.0 million to about HKD 0.7 million[31]. - Other income decreased by approximately 73.2% from about HKD 3.7 million to about HKD 1.0 million, primarily due to a reduction in government subsidies from about HKD 2.2 million to about HKD 0.4 million[28]. - The e-commerce platform generated revenue of approximately HKD 8.1 million, down from 15.0% of total revenue in the previous year, indicating a need for enhanced marketing strategies[23]. Shareholder Information - As of September 30, 2023, the company had a total of 1,091,796,000 shares issued[61]. - Major shareholder "Yuanfu" holds 554,242,000 shares, representing 50.76% of the total shares[64]. - "Viewforth Limited" and "Fengsheng" each hold 250,000,000 shares, accounting for 22.90% of the total shares[64]. - The company did not declare an interim dividend for the period, consistent with the previous six months[52]. Financial Position and Assets - As of September 30, 2023, total assets amounted to HKD 583,343,000, a decrease from HKD 618,277,000 as of March 31, 2023, representing a decline of approximately 5.6%[99]. - The company's inventory increased to HKD 16,997,000 as of September 30, 2023, compared to HKD 15,865,000 as of March 31, 2023, indicating a rise of about 7.1%[99]. - Trade receivables increased by approximately 35.6% from about HKD 10.0 million to about HKD 13.5 million, primarily due to increased trade receivables from distributors for health products[41]. - The group's bank balance decreased from about HKD 10.8 million to about HKD 3.6 million, with total bank borrowings amounting to approximately HKD 298.9 million as of September 30, 2023[44]. Governance and Compliance - The company has adopted and complied with all provisions of the corporate governance code, except for the separation of the roles of Chairman and CEO[77]. - The board consists of seven members, including two executive directors and three independent non-executive directors[79]. - The audit committee is responsible for reviewing and supervising the financial reporting process and risk management[80]. - The remuneration committee reviews and determines the remuneration packages for directors and senior management[81]. - The nomination committee is responsible for recommending appointments or reappointments of directors[83]. Risk Management and Internal Controls - The internal audit department has adopted a risk management-based approach to develop the annual internal audit plan, focusing on significant financial, operational, compliance, and fraud risks[91]. - The board has reviewed the effectiveness of the risk management and internal control systems, finding them to be effective and robust[93]. - The company has implemented ISO 9001 quality management systems to ensure the quality and safety of its products[88]. - The crisis management team has been established to handle emergencies related to product safety and potential risks[89].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不會就本公告全部或任何部分內容而產生或 因依賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：6893） 截至2023年9月30日止六個月之 中期業績公佈 財務摘要 截至9月30日 止六個月 20239年月 30日 2022年 變動 千港元 千港元 % 收入 52,318 40,986 27.6% 毛利 32,597 19,519 67.0% ...

目錄 財務摘要 .................................................................................................................................................. 2 釋義 ......................................................................................................................................................... 3 公司資料 .................................................................................................................................................. 5 公司架構 ..................................... ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示，概不會就本公告全部或任何部分 內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：6893） 截至2023年3月31日止年度之 全年業績公告 財務摘要 截至3月31日止年度 2023年 2022年 變動 千港元 千港元 % 收入 81,460 120,546 (32.4) 毛利 38,836 69,075 (43.8) ...