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 ...

[Financial Highlights](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) The company reported a 13.7% revenue increase and a 47.8% gross profit growth, significantly reducing its loss for the year Financial Highlights for the Year Ended March 31, 2024 | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 92,617 | 81,460 | 13.7 | | Gross Profit | 57,406 | 38,836 | 47.8 | | Loss for the Year | (36,400) | (49,168) | (26.0) | | Other Comprehensive Income/(Expense) for the Year | 5,820 | (12,721) | 145.8 | | Loss Per Share – Basic and Diluted (HK cents) | (3.36) | (4.53) | - | [Results](index=2&type=section&id=%E6%A5%AD%E7%B8%BE) The company narrowed its net loss in FY2024 with increased revenue and gross profit, while facing significant uncertainty regarding its going concern due to net current liabilities [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E8%A1%A8) The company recorded a net loss of **HKD 36.4 million** in FY2024, a reduction from **HKD 49.2 million** last year, driven by a **13.7% revenue growth** and a **47.8% gross profit increase**, with other comprehensive income turning positive Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 92,617 | 81,460 | 13.7 | | Cost of Sales | (35,211) | (42,624) | (17.4) | | Gross Profit | 57,406 | 38,836 | 47.8 | | Other Income | 3,085 | 5,874 | (47.6) | | Other Gains and Losses, Net | (1,449) | (4,215) | 65.6 | | Selling and Distribution Expenses | (12,526) | (5,349) | 134.2 | | Administrative and Other Operating Expenses | (67,012) | (70,309) | (4.7) | | Finance Costs | (16,299) | (14,060) | 15.9 | | Loss Before Tax | (36,795) | (49,223) | (25.3) | | Income Tax Credit | 395 | 55 | 618.2 | | Loss for the Year | (36,400) | (49,168) | (26.0) | | Other Comprehensive Income/(Expense) for the Year | 5,820 | (12,721) | 145.8 | | Total Comprehensive Expense for the Year | (30,580) | (61,889) | (50.6) | Loss Per Share | Metric | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic and Diluted Loss Per Share | (3.36) | (4.53) | [Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2024, total assets slightly decreased, net current liabilities expanded to **HKD 198.6 million**, and net assets declined, indicating significant going concern uncertainty Key Data from Consolidated Statement of Financial Position | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Total Assets | 587,854 | 618,277 | | Net Current Liabilities | (198,600) | (174,216) | | Net Assets | 209,331 | 239,911 | | Total Equity | 209,331 | 239,911 | - As of March 31, 2024, the Group's current liabilities exceeded its current assets by approximately **HKD 198.6 million**, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[11](index=11&type=chunk) [Notes](index=6&type=section&id=%E9%99%84%E8%A8%BB) This section provides detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, revenue, segments, and financial instruments [1. Basis of Preparation](index=6&type=section&id=1.%20Basis%20of%20Preparation) The consolidated financial statements are prepared under HKFRS, with the company facing significant going concern uncertainty due to a **HKD 36.4 million** net loss and **HKD 198.6 million** net current liabilities, prompting management to implement various remedial measures - The Group incurred a net loss of approximately **HKD 36.4 million** for the year ended March 31, 2024, with current liabilities exceeding current assets by approximately **HKD 198.6 million**, indicating a material uncertainty regarding its ability to continue as a going concern[11](index=11&type=chunk) - Management has implemented business strategies to enhance production efficiency, control administrative and operating costs, and seek alternative financing sources to improve the capital structure[11](index=11&type=chunk) - As of March 31, 2024, the Group had unutilized bank facilities of approximately **HKD 8.32 million**, and the Directors expect to renew these facilities upon maturity[12](index=12&type=chunk) [2. Application of New and Revised Hong Kong Financial Reporting Standards](index=7&type=section&id=2.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The company adopted several new and revised HKFRS this year with no significant impact on current or prior period financial performance, and future standards are not expected to have a material effect, except for certain liability classification amendments - The application of new and revised Hong Kong Financial Reporting Standards this year had no material impact on the Group's financial position and performance[14](index=14&type=chunk) - Except for amendments to HKAS 1 regarding the classification of liabilities, other new standards issued but not yet effective are not expected to have a significant impact on the consolidated financial statements[15](index=15&type=chunk) [3. Revenue](index=8&type=section&id=3.%20Revenue) Total revenue for FY2024 was **HKD 92.6 million**, predominantly from the sale of goods, accounting for approximately **99.4%**, with a minor and declining contribution from healthcare services Revenue Stream Analysis | Revenue Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Sale of goods | 92,049 | 80,765 | | Provision of healthcare services | 568 | 695 | | **Total Revenue** | **92,617** | **81,460** | [4. Segment Information](index=8&type=section&id=4.%20Segment%20Information) The company operates four business segments: Product Development, Brand Development and Management, Trading of Goods, and Health, with Product Development being the largest revenue contributor at **97.7%** and showing improved segment loss, while Hong Kong revenue grew and Mainland China revenue declined Revenue and Segment (Loss)/Profit by Business Segment (2024) | Segment | External Sales (Thousand HKD) | Segment (Loss)/Profit (Thousand HKD) | | :--- | :--- | :--- | | Product Development Segment | 90,505 | (19,040) | | Brand Development and Management Segment | 1,413 | 69 | | Trading of Goods Segment | 131 | 91 | | Health Segment | 568 | (766) | | **Total** | **92,617** | **(19,646)** | Revenue and Non-current Assets by Geographical Location | Geographical Location | Revenue from External Customers 2024 (Thousand HKD) | Revenue from External Customers 2023 (Thousand HKD) | Non-current Assets 2024 (Thousand HKD) | Non-current Assets 2023 (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong, China | 65,815 | 46,038 | 208,872 | 214,626 | | Mainland China | 26,802 | 35,422 | 298,190 | 336,072 | | **Total** | **92,617** | **81,460** | **507,062** | **550,698** | Revenue from Major Customers | Customer | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Customer A | 14,423 | Not Applicable | | Customer B | 11,786 | 9,779 | [5. Other Income](index=10&type=section&id=5.%20Other%20Income) Other income decreased from **HKD 5.9 million** in 2023 to **HKD 3.1 million** in 2024, primarily due to reduced government grants and bank interest income Other Income Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Interest income from bank deposits | 80 | 757 | | Rental income | 531 | 607 | | Government grants | 1,421 | 2,666 | | Others | 1,053 | 1,844 | | **Total** | **3,085** | **5,874** | [6. Other Gains and Losses, Net](index=10&type=section&id=6.%20Other%20Gains%20and%20Losses,%20Net) Net other losses improved to **HKD 1.4 million** in 2024 from **HKD 4.2 million** in 2023, mainly due to fair value gains on financial assets at fair value through profit or loss, partially offset by impairment losses on property, plant, and equipment Other Gains and Losses, Net Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Fair value changes on financial assets at fair value through profit or loss – gains/(losses) | 6,682 | (1,279) | | Fair value loss on investment properties | (980) | (765) | | Impairment loss recognised under expected credit loss model on trade receivables | (1,464) | (285) | | Impairment loss recognised on property, plant and equipment | (3,856) | - | | Net exchange losses | (1,764) | (1,263) | | **Total** | **(1,449)** | **(4,215)** | [7. Finance Costs](index=11&type=section&id=7.%20Finance%20Costs) Finance costs increased from **HKD 14.1 million** in 2023 to **HKD 16.3 million** in 2024, primarily driven by higher interest expenses on bank loans Finance Costs Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Interest expense on bank loans | 16,207 | 13,971 | | Interest expense on other loans | 6 | - | | Interest expense on lease liabilities | 86 | 89 | | **Total borrowing costs** | **16,299** | **14,060** | [8. Income Tax Credit](index=11&type=section&id=8.%20Income%20Tax%20Credit) An income tax credit of **HKD 395,000** was recorded in 2024, a significant increase from **HKD 55,000** in 2023, with Hong Kong profits tax applying a two-tiered rate and Mainland China subsidiaries at **25%** Income Tax Credit Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Current tax: Hong Kong profits tax | 13 | 133 | | Current tax: Mainland China enterprise income tax | 46 | 51 | | Deferred tax: For the year | (454) | (239) | | **Total income tax credit recognised in profit or loss** | **(395)** | **(55)** | - Hong Kong profits tax applies a two-tiered rate, with the first **HKD 2 million** of assessable profits taxed at **8.25%** and the remainder at **16.5%**[27](index=27&type=chunk) - Mainland China subsidiaries are subject to an enterprise income tax rate of **25%**[28](index=28&type=chunk) [9. Loss for the Year](index=12&type=section&id=9.%20Loss%20for%20the%20Year) The net loss for 2024 narrowed to **HKD 36.4 million** from **HKD 49.2 million** in 2023, primarily influenced by depreciation, staff costs, and inventory costs Key Items Affecting Loss for the Year | Item | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Total depreciation | 23,021 | 25,564 | | Staff costs (including Directors' emoluments) | 30,436 | 30,004 | | Cost of inventories recognised as an expense | 31,646 | 38,194 | | Net rental income from investment properties | (490) | (589) | [10. Loss Per Share](index=12&type=section&id=10.%20Loss%20Per%20Share) Basic and diluted loss per share improved to **3.36 HK cents** in 2024 from **4.53 HK cents** in 2023 Loss Per Share Calculation Data | Metric | 2024 (Thousand HKD/Thousand Shares) | 2023 (Thousand HKD/Thousand Shares) | | :--- | :--- | :--- | | Loss for the year used in the calculation of basic and diluted loss per share | (36,705) | (49,491) | | Weighted average number of ordinary shares | 1,091,796 | 1,091,796 | | **Basic and Diluted Loss Per Share (HK cents)** | **(3.36)** | **(4.53)** | [11. Dividends](index=13&type=section&id=11.%20Dividends) No dividends were paid or proposed for the year ended March 31, 2024 - No dividends were paid or proposed to ordinary shareholders of the Company for the year ended March 31, 2024[31](index=31&type=chunk) [12. Trade and Other Receivables](index=13&type=section&id=12.%20Trade%20and%20Other%20Receivables) Total trade and other receivables decreased from **HKD 13.8 million** in 2023 to **HKD 12.0 million** in 2024, with trade receivables (net of credit loss allowance) declining by **20.4%** Trade and Other Receivables Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Trade receivables (net of allowance for credit losses) | 7,939 | 9,969 | | Prepayments to suppliers | 1,120 | 1,055 | | Prepayments for other expenses | 2,448 | 2,276 | | Deposits | 465 | 508 | | **Total** | **11,972** | **13,808** | Ageing Analysis of Trade Receivables (Net of Allowance for Credit Losses) | Ageing | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | 0 to 30 days | 3,914 | 5,520 | | 31 to 60 days | 2,094 | 2,135 | | 61 to 90 days | 1,929 | 919 | | 91 to 365 days | 2 | 357 | | Over 365 days | - | 1,038 | | **Total** | **7,939** | **9,969** | [13. Trade and Other Payables](index=14&type=section&id=13.%20Trade%20and%20Other%20Payables) Total trade and other payables increased from **HKD 39.3 million** in 2023 to **HKD 40.3 million** in 2024, primarily driven by a **30.9%** rise in trade payables Trade and Other Payables Details | Category | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Trade payables | 9,002 | 6,875 | | Accruals and other payables | 31,281 | 32,398 | | **Total** | **40,283** | **39,273** | Ageing Analysis of Trade Payables | Ageing | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | 0 to 30 days | 4,323 | 1,365 | | 31 to 60 days | 481 | 1,435 | | 61 to 90 days | 401 | 451 | | Over 90 days | 3,797 | 3,624 | | **Total** | **9,002** | **6,875** | [14. Events After the Reporting Period](index=14&type=section&id=14.%20Events%20After%20the%20Reporting%20Period) As of the announcement date, the Board is unaware of any significant disclosable events after the reporting period - Other than as disclosed in this announcement, the Board is not aware of any significant disclosable events that have occurred[35](index=35&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an overview of the company's business performance, segment-specific reviews, strategic outlook, and a detailed financial analysis for the reporting period [Business Review](index=15&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The company primarily markets, sells, and manufactures children's healthcare products, with FY2024 revenue growing **13.7%** to **HKD 92.6 million** driven by the Product Development segment, as Hong Kong sales recovered post-reopening while Mainland China revenue declined - The Group primarily engages in the marketing, sales, and manufacturing of healthcare products mainly for children, with "Yan Sang" being a long-established and well-known brand[37](index=37&type=chunk) Revenue and Segment Contribution | Metric | 2024 (Million HKD) | 2023 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 92.6 | 81.5 | 13.7 | | Product Development Segment contribution to total revenue | 97.7% | 96.5% | 1.2 ppt | | Brand Development and Management Segment contribution to total revenue | 1.5% | 1.7% | (0.2) ppt | | Trading of Goods Segment contribution to total revenue | 0.2% | 0.9% | (0.7) ppt | | Health Segment contribution to total revenue | 0.6% | 0.9% | (0.3) ppt | - Following the resumption of normal travel between Hong Kong and Mainland China, the Group's sales in Hong Kong gradually recovered, while revenue from the Mainland China market decreased[38](index=38&type=chunk) [Product Development Segment](index=16&type=section&id=%E7%94%A2%E5%93%81%E9%96%8B%E7%99%BC%E5%88%86%E9%83%A8) This segment develops and sells own-brand healthcare and personal care products like "Yan Sang" and "Tai Wo Tong", with FY2024 revenue growing **15.1%** to **HKD 90.5 million** due to market recovery, and segment loss rate improving from **31.4%** to **21.0%** - The Product Development segment develops and sells healthcare, personal care, and household products under its own brands, primarily "Yan Sang", "Tai Wo Tong", "Sze+Care", and "Sterilizing King"[40](index=40&type=chunk) Product Development Segment Performance | Metric | 2024 (Million HKD) | 2023 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 90.5 | 78.6 | 15.1 | | Segment Loss | (19.0) | (24.7) | (23.0) | | Segment Loss Rate | 21.0% | 31.4% | (10.4) ppt | - The increase in revenue was primarily due to the gradual recovery of the tourism and retail sectors since the resumption of normal travel between Hong Kong and Mainland China, leading to a general improvement in consumer sentiment[40](index=40&type=chunk) [Brand Development and Management Segment](index=16&type=section&id=%E5%93%81%E7%89%8C%E9%96%8B%E7%99%BC%E5%8F%8A%E7%AE%A1%E7%90%86%E5%88%86%E9%83%A8) This segment provides marketing, sales, and distribution services for various personal care product brands, maintaining stable revenue at **HKD 1.4 million** in FY2024 and achieving a turnaround with a profit of **HKD 69,000** - Since 1999, the Group has provided one-stop solutions for marketing, sales and distribution, logistics, and delivery services to owners of various personal care product brands[41](index=41&type=chunk) Brand Development and Management Segment Performance | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 1,400 (approx) | 1,400 (approx) | | Segment Profit/(Loss) | 69 | (56) | | Segment Profit Margin/(Loss Margin) | 4.9% | (4.1)% | [Trading of Goods Segment](index=17&type=section&id=%E8%B2%A8%E5%93%81%E8%B2%B7%E8%B3%A3%E5%88%86%E9%83%A8) This segment's revenue significantly decreased to **HKD 131,000**, primarily due to the company's strategic focus on higher-margin product development and the gradual phasing out of low-margin products Trading of Goods Segment Revenue | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 131 | 747 | (82.5) | - Low-margin products in this segment will be gradually phased out, with more resources allocated to the Product Development segment, which is expected to generate higher profit margins[43](index=43&type=chunk) [Health Segment](index=17&type=section&id=%E5%81%A5%E5%BA%B7%E5%88%86%E9%83%A8) This segment provides maternal and infant healthcare services and products in Mainland China, with revenue slightly decreasing to **HKD 568,000** and segment loss marginally reduced - The Health segment provides various healthcare-related services and products for mothers and infants in Mainland China, and has established clinics offering traditional Chinese medicine healthcare services[44](index=44&type=chunk) Health Segment Performance | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 568 | 695 | (18.3) | | Segment Loss | (766) | (768) | (0.3) | [Social Responsibility](index=17&type=section&id=%E7%A4%BE%E6%9C%83%E8%B2%AC%E4%BB%BB) The company is committed to social responsibility, supporting charitable activities through its Yan Sang Volunteer Team and establishing the Yan Sang Scholarship for ten consecutive years, with a particular focus on child welfare - The Group provides assistance to vulnerable communities, such as children and the elderly, through its Yan Sang Volunteer Team, distributing essential supplies to those in need[45](index=45&type=chunk) - The Group has established the Yan Sang Scholarship for the tenth consecutive year for students from kindergarten to university in Hong Kong, aiming to encourage students with potential and diverse interests[45](index=45&type=chunk) [Human Resources](index=18&type=section&id=%E4%BA%BA%E5%8A%9B%E8%B3%87%E6%BA%90) As of March 31, 2024, the Group had **247** employees, with an evaluation system for compensation, promotion, and training, and an employee share option scheme to recognize contributions Number of Employees | Metric | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Total number of employees | 247 | 253 | - Employee remuneration includes fixed salaries, individual sales commissions, and year-end discretionary performance bonuses, with an evaluation system for salary reviews and promotions[47](index=47&type=chunk) - The share option scheme was adopted in September 2014 to recognize and reward employees for their contributions to the Group[47](index=47&type=chunk) [Outlook](index=18&type=section&id=%E5%B1%95%E6%9C%9B) The company remains confident in Hong Kong market growth, focusing on new product development and expanding its Mainland China distribution network, particularly in children's health supplements to capitalize on the "three-child" policy, with future strategies including brand enhancement, manufacturing expansion, and e-commerce growth - The Group is confident that the Hong Kong market will continue to provide a stable platform for business growth and expansion, focusing on developing the Mainland China children's health supplement market to benefit from the "three-child" policy[48](index=48&type=chunk) - Future strategies include continuously enhancing the awareness of own brands, expanding manufacturing operations, and developing e-commerce for own-brand products[49](index=49&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) [(a) Continuously Enhancing Brand Awareness of the Group's Own Brands](index=18&type=section&id=(a)%20Continuously%20Enhancing%20Brand%20Awareness%20of%20the%20Group's%20Own%20Brands) The Group will continuously enhance "Yan Sang" brand awareness through targeted advertising, multi-channel marketing, and diversified product portfolios, with new product development focusing on maternal and infant health supplements in Hong Kong and Mainland China - The Group will continuously enhance the "Yan Sang" brand awareness through effective, targeted, and positioned advertising campaigns, implementing multi-channel marketing and diversified product portfolio strategies[49](index=49&type=chunk) - New product development plans for the coming year will focus on developing more maternal and infant health supplement products in Hong Kong and Mainland China[49](index=49&type=chunk) [(b) Expanding the Group's Manufacturing Business](index=19&type=section&id=(b)%20Expanding%20the%20Group's%20Manufacturing%20Business) The Group has built a health supplement production plant in Yunfu, Guangdong, China, aiming for in-house production to reduce costs, enhance efficiency, and improve quality control, viewing this long-term investment as crucial for future market opportunities - The Group has constructed a health supplement production plant in Yunfu, Guangdong Province, China, aiming for in-house production to reduce costs, enhance efficiency, and improve quality control[51](index=51&type=chunk) - This facility is a long-term investment that will help the Group seize future opportunities in the health supplement market[51](index=51&type=chunk) [(c) Expanding E-commerce for Own-Brand Products](index=19&type=section&id=(c)%20Expanding%20E-commerce%20for%20Own-Brand%20Products) The Group will continue to develop and upgrade its e-commerce platforms, focusing on online sales of "Yan Sang" products, particularly for Mainland China customers, by leveraging platforms like Xiaohongshu, Douyin, Kuaishou, Tmall, JD, and Pinduoduo, and collaborating with KOLs for live e-commerce - The Group will continue to develop and upgrade its e-commerce platforms, focusing on online sales of "Yan Sang" products, especially targeting Mainland China customers[52](index=52&type=chunk) - The Group has established a presence on platforms such as Xiaohongshu, Douyin, Kuaishou, Tmall, JD, and Pinduoduo, and collaborates with KOLs for e-commerce live streaming to expand its online sales network[52](index=52&type=chunk) E-commerce Platform Revenue | Metric | 2024 (Million HKD) | 2023 (Million HKD) | | :--- | :--- | :--- | | E-commerce Platform Revenue | 17.4 | 25.9 | [Financial Review](index=20&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) In FY2024, the company's revenue grew **13.7%**, gross profit surged **47.8%** with a **62.0%** gross margin, and net loss narrowed by **26.0%**, while selling and distribution expenses rose significantly due to increased marketing, administrative expenses decreased, and net current liabilities expanded, leading to a higher gearing ratio [Revenue](index=20&type=section&id=%E6%94%B6%E5%85%A5) The company's revenue grew **13.7%** in FY2024, primarily driven by the Product Development segment, while the Trading of Goods and Health segments experienced revenue declines Revenue Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 92,617 | 81,460 | 13.7 | | Product Development Segment revenue increase | 11,900 (approx) | - | 15.1 | | Trading of Goods Segment revenue | 131 | 747 | (82.5) | | Health Segment revenue | 568 | 695 | (18.3) | [Cost of Sales](index=20&type=section&id=%E9%8A%B7%E5%94%AE%E6%88%90%E6%9C%AC) Cost of sales decreased by **17.4%**, primarily due to increased sales of higher-margin products from the Product Development segment Cost of Sales Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Sales | 35,211 | 42,624 | (17.4) | - The decrease in cost of sales was primarily due to increased sales of higher-margin products from the Product Development segment[55](index=55&type=chunk) [Gross Profit and Gross Profit Margin](index=20&type=section&id=%E6%AF%9B%E5%88%A9%E5%8F%8A%E6%AF%9B%E5%88%A9%E7%8E%87) Gross profit surged by **47.8%**, with the gross profit margin increasing by **14.3 percentage points** to **62.0%**, primarily driven by higher sales of high-margin products Gross Profit and Gross Profit Margin Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 57,406 | 38,836 | 47.8 | | Gross Profit Margin | 62.0% | 47.7% | 14.3 ppt | - The increase in gross profit and gross profit margin was primarily due to increased sales of higher-margin products from the Product Development segment[56](index=56&type=chunk) [Other Income](index=20&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) Other income decreased by **47.6%**, primarily due to reduced government grants and interest income from bank deposits Other Income Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Other Income | 3,085 | 5,874 | (47.6) | | Government grants | 1,421 | 2,666 | (46.7) | | Interest income from bank deposits | 80 | 757 | (89.4) | - The decrease in other income was primarily due to reduced government grants and interest income from bank deposits[57](index=57&type=chunk) [Other Gains and Losses](index=21&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E5%8F%8A%E8%99%A7%E6%90%8D) Other losses decreased, primarily benefiting from fair value gains on financial assets at fair value through profit or loss, partially offset by impairment losses on property, plant, and equipment Other Gains and Losses Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Other Losses | (1,449) | (4,215) | | Fair value gains/(losses) on financial assets at fair value through profit or loss | 6,682 | (1,279) | | Impairment loss on property, plant and equipment | (3,856) | - | - The decrease in other losses was primarily due to fair value gains on financial assets at fair value through profit or loss, partially offset by impairment losses on property, plant and equipment[59](index=59&type=chunk) [Selling and Distribution Expenses](index=21&type=section&id=%E9%8A%B7%E5%94%AE%E5%8F%8A%E5%88%86%E9%8A%B7%E9%96%8B%E6%94%AF) Selling and distribution expenses significantly increased by **134.2%**, primarily due to adjusted and upgraded marketing plans and increased advertising to capitalize on the recovering market opportunities Selling and Distribution Expenses Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 12,526 | 5,349 | 134.2 | - The increase in selling and distribution expenses was due to the adjustment and upgrade of marketing plans, with increased advertising to seize business opportunities from the gradual recovery of Hong Kong's tourism and retail sectors[60](index=60&type=chunk) [Administrative Expenses](index=21&type=section&id=%E8%A1%8C%E6%94%BF%E9%96%8B%E6%94%AF) Administrative expenses decreased by **4.7%**, primarily due to a reduction in miscellaneous expenses Administrative Expenses Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative and Other Operating Expenses | 67,012 | 70,309 | (4.7) | - The decrease in administrative expenses was primarily due to a reduction in miscellaneous expenses[61](index=61&type=chunk) [Taxation](index=21&type=section&id=%E7%A8%85%E9%A0%85) Income tax credit significantly increased, reflecting a positive impact of taxation on the company's financial performance Income Tax Credit Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Income Tax Credit | 395 | 55 | [Loss for the Year](index=21&type=section&id=%E5%B9%B4%E5%85%A7%E8%99%A7%E6%90%8D) Loss for the year narrowed by **26.0%**, indicating an improvement in the company's profitability Loss for the Year Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Year | (36,400) | (49,168) | (26.0) | [Other Comprehensive Income/(Expense)](index=22&type=section&id=%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E2%88%95%EF%BC%88%E9%96%8B%E6%94%AF%EF%BC%89) Other comprehensive income shifted from an expense to income, primarily attributable to fair value gains on financial assets and reduced exchange losses Other Comprehensive Income/(Expense) Overview | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Other Comprehensive Income/(Expense) | 5,820 | (12,721) | | Fair value profit/(loss) on financial assets at fair value through other comprehensive income | 9,415 | (1,216) | | Exchange differences on translation of foreign operations | (3,595) | (11,505) | - Other comprehensive income turned from an expense to income, primarily attributable to fair value gains on financial assets at fair value through other comprehensive income and reduced exchange losses[65](index=65&type=chunk) [Financial Assets at Fair Value Through Other Comprehensive Income](index=22&type=section&id=%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E8%A8%88%E5%85%A5%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E7%9A%84%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2) The company holds medium-to-long-term investments, including listed and unlisted equity securities, with significant fair value gains from Nanjing Zhong Sheng United shares - The Group holds several medium-to-long-term investments, including two listed equity securities and one unlisted equity security[66](index=66&type=chunk) Financial Assets at Fair Value Through Other Comprehensive Income | Investment Target | Carrying Amount as at March 31, 2024 (Thousand HKD) | Carrying Amount as at March 31, 2023 (Thousand HKD) | Fair Value Change (Thousand HKD) | | :--- | :--- | :--- | :--- | | Feng Sheng (607) Shares | 1,200 | 13,200 | (12,000) (Loss) | | Nanjing Zhong Sheng United (3332) Shares | 26,800 | 5,400 | 21,400 (Gain) | [Inventories](index=23&type=section&id=%E5%AD%98%E8%B2%A8) Total inventories decreased by **10.4%**, primarily due to a reduction in work-in-progress for distribution Inventories Overview | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Inventories | 14,216 | 15,865 | (10.4) | | Work-in-progress for distribution | 500 (approx) | 1,700 (approx) | (68.0) (approx) | - The decrease in inventories was primarily due to a reduction in work-in-progress for distribution[70](index=70&type=chunk) [Financial Assets at Fair Value Through Profit or Loss – Held for Trading](index=23&type=section&id=%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E8%A8%88%E5%85%A5%E6%90%8D%E7%9B%8A%E7%9A%84%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2%E2%80%93%E6%8C%81%E4%BD%9C%E8%B2%B7%E8%B3%A3) The company holds two listed equity securities for short-term trading purposes, with a carrying amount of **HKD 8.1 million** - The Group holds two listed equity securities for short-term trading purposes, including **13,710,000** shares of Nanjing Zhong Sheng and **200,000** shares of Minsheng International Holdings Limited[71](index=71&type=chunk) Financial Assets at Fair Value Through Profit or Loss – Held for Trading | Metric | March 31, 2024 (Thousand HKD) | | :--- | :--- | | Carrying amount of equity securities held for trading | 8,100 | [Trade Receivables](index=23&type=section&id=%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) Trade receivables (net of credit loss allowance) decreased by **20.4%**, reflecting improved efficiency in accounts receivable management Trade Receivables Overview | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of allowance for credit losses) | 7,939 | 9,969 | (20.4) | [Trade Payables](index=23&type=section&id=%E8%B2%BF%E6%98%93%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) Trade payables increased by **30.9%**, indicating an increase in the company's purchasing activities or an extension of payment cycles Trade Payables Overview | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 9,002 | 6,875 | 30.9 | [Liquidity, Gearing Ratio and Capital Structure](index=23&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B3%87%E7%94%A2%E8%B2%A0%E5%80%B5%E6%AF%94%E7%8E%87%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) Bank balances and cash slightly increased, but unutilized bank facilities significantly decreased, with the gearing ratio rising to **1.5** and the current ratio remaining stable at **0.2** Liquidity and Capital Structure Overview | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Bank balances and cash | 11,232 | 10,775 | 4.2 | | Outstanding bank and other borrowings | 319,400 (approx) | 317,100 (approx) | 0.7 | | Unutilized bank facilities | 8,320 | 38,400 | (78.3) | | Gearing ratio | 1.5 | 1.3 | 0.2 ppt | | Current ratio | 0.2 | 0.2 | Stable | [Contingent Liabilities](index=24&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%80%B5) As of March 31, 2024, the Board was not aware of any significant contingent liabilities - As of March 31, 2024, the Directors were not aware of any significant matters that could give rise to material contingent liabilities for the Group[76](index=76&type=chunk) [Pledge of the Group's Assets](index=24&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) The carrying amount of assets pledged to banks was approximately **HKD 451.1 million**, a decrease from the previous year Carrying Amount of Pledged Assets | Metric | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Carrying amount of assets pledged to banks | 451,100 (approx) | 480,300 (approx) | (6.1) | [Commitments](index=24&type=section&id=%E6%89%BF%E6%93%94) As of March 31, 2024, the company had no capital commitments for the acquisition of property, plant, and equipment - As of March 31, 2024, the Group had no capital commitments for the acquisition of property, plant and equipment[78](index=78&type=chunk) [Financial Management and Policies](index=24&type=section&id=%E8%B2%A1%E5%8B%99%E7%AE%A1%E7%90%86%E5%8F%8A%E6%94%BF%E7%AD%96) The company will continue to adopt prudent financial and treasury policies, with all financial activities centrally managed, and executive directors and the financial controller jointly responsible for identifying investment opportunities and monitoring cash positions - The Group will continue to adopt prudent financial and treasury policies, with all financial and treasury activities centrally managed and controlled[79](index=79&type=chunk) - The executive Directors, with the assistance of the Group's financial controller, are responsible for identifying, reviewing, evaluating, and analyzing the Group's investment opportunities, and regularly monitoring cash positions and funding requirements[79](index=79&type=chunk) [Subsequent Events](index=24&type=section&id=%E5%BE%8C%E7%BA%8C%E4%BA%8B%E4%BB%B6) No significant disclosable subsequent events have occurred since March 31, 2024, up to the date of this announcement - No significant events affecting the Group and requiring disclosure have occurred since March 31, 2024, up to the date of this announcement[80](index=80&type=chunk) [Other Information](index=25&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section presents additional disclosures, including extracts from the independent auditor's report, corporate governance practices, and definitions of key terms used in the announcement [Extract of Independent Auditor's Report](index=25&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%91%98%E9%8C%84) The auditor deemed the consolidated financial statements to fairly represent the company's financial position and performance, while highlighting a material uncertainty regarding going concern due to current liabilities exceeding current assets by approximately **HKD 198.6 million** - The auditor believes the consolidated financial statements fairly present the Group's consolidated financial position as at March 31, 2024, in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[82](index=82&type=chunk) - The auditor draws attention to Note 2 to the consolidated financial statements, which indicates that the Group incurred a net loss of approximately **HKD 36.4 million** for the year ended March 31, 2024, and its current liabilities exceeded its current assets by approximately **HKD 198.6 million**, representing a material uncertainty regarding its ability to continue as a going concern[83](index=83&type=chunk) [Dividends](index=25&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend the payment of a final dividend for the current year - The Board does not recommend the payment of a final dividend for the current year (2023: nil)[84](index=84&type=chunk) [Closure of Register of Members](index=25&type=section&id=%E6%9A%AB%E5%81%9C%E8%BE%A6%E7%90%86%E8%82%A1%E4%BB%BD%E9%81%8E%E6%88%B6%E7%99%BB%E8%A8%98) To determine shareholders' eligibility to attend and vote at the upcoming Annual General Meeting, the company will suspend its share transfer registration from September 23 to September 26, 2024 - The Company's register of members will be closed from Monday, September 23, 2024, to Thursday, September 26, 2024[85](index=85&type=chunk) - To be eligible to attend and vote at the said meeting, all transfer forms, accompanied by the relevant share certificates, must be lodged with Tricor Investor Services Limited for registration not later than 4:30 p.m. on Friday, September 20, 2024[85](index=85&type=chunk) [Corporate Governance Practices](index=26&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The company is committed to maintaining high standards of corporate governance and complies with the principles and provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules - The Group's Board of Directors and senior management are committed to maintaining high standards of corporate governance, establishing good corporate governance practices to enhance accountability and operational transparency[87](index=87&type=chunk) [Compliance with the Corporate Governance Code](index=26&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The company complied with all applicable provisions of the Corporate Governance Code this year, except for Mr. Pang Siu Yin holding both Chairman and Chief Executive Officer roles, a deviation from Code Provision C.2.1, which the Board believes is in the company's best interest - The Company has complied with all applicable code provisions of the Corporate Governance Code throughout the current year, except for the roles of Chairman and Chief Executive Officer being held by Mr. Pang Siu Yin, which deviates from Code Provision C.2.1[88](index=88&type=chunk) - The Board believes that Mr. Pang's dual role facilitates efficient management and business development, serving the best interests of the Group[88](index=88&type=chunk) [Directors' Securities Transactions](index=26&type=section&id=%E8%91%A3%E4%BA%8B%E7%9A%84%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93) All Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix C3 of the Listing Rules, throughout the current year - All Directors confirmed their compliance with the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix C3 of the Listing Rules, throughout the current year[89](index=89&type=chunk) [Purchase, Sale or Redemption of Shares](index=26&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E8%82%A1%E4%BB%BD) Neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares during the current year - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any shares during the current year[90](index=90&type=chunk) [Audit Committee](index=26&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, comprising three independent non-executive directors, reviewed the current year's consolidated financial statements and found them compliant with applicable accounting standards and Listing Rules - The Audit Committee, composed of three independent non-executive Directors, is primarily responsible for reviewing and monitoring the Group's financial information, overseeing the financial reporting system, risk management, and internal control systems[91](index=91&type=chunk) - The Audit Committee has reviewed the Group's consolidated financial statements for the current year and considers them to be in compliance with applicable accounting standards and the Listing Rules[91](index=91&type=chunk) [Scope of Work of the Company's Auditor](index=27&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%A0%B8%E6%95%B8%E5%B8%AB%E4%B9%8B%E5%B7%A5%E4%BD%9C%E7%AF%84%E5%9C%8D) Crowe (HK) CPA Limited, the company's auditor, reconciled the financial figures in the final results announcement with the audited consolidated financial statements, but this work did not constitute an assurance engagement, thus no opinion or assurance conclusion was expressed - Crowe (HK) CPA Limited, the Group's auditor, has agreed the figures in the final results announcement regarding the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and their related notes for the current year with the amounts set out in the audited consolidated financial statements[93](index=93&type=chunk) - The work performed by the auditor did not constitute an assurance engagement, and accordingly, no opinion or assurance conclusion was expressed on the final results announcement[93](index=93&type=chunk) [Publication of Annual Results and Annual Report](index=27&type=section&id=%E5%85%AC%E4%BD%88%E5%B9%B4%E5%BA%A6%E6%A5%AD%E7%B8%BE%E5%8F%8A%E5%B9%B4%E5%BA%A6%E5%A0%B1%E5%91%8A) The annual results announcement will be published on the HKEX website and the company's website, with the annual report to be published in due course - The annual results announcement will be published on the HKEX website www.hkexnews.hk and the Company's website www.hinsanggroup.com[94](index=94&type=chunk) - The Company's annual report will be published on the HKEX website and the Company's website in due course in accordance with the Listing Rules[94](index=94&type=chunk) [Definitions](index=27&type=section&id=%E9%87%8B%E7%BE%A9) This section provides definitions for key terms and terminology used throughout the announcement - This section provides definitions for key terms and terminology used throughout the announcement, including Audit Committee, Board, Brand Development and Management Segment, Company, Directors, Feng Sheng, Group, Health Segment, HKD, Hong Kong, Listing Rules, Mainland China, Product Development Segment, Shares, Shareholders, Share Option Scheme, Stock Exchange, Trading of Goods Segment, and the Year[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk)

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) ...

Revenue Performance - The group's revenue for the period was approximately HKD 41.0 million, a decrease of about 4.0% compared to HKD 42.7 million in the same period of 2021[12]. - The product development segment contributed approximately 95.4% of total revenue, slightly up from 95.3% in 2021[12]. - Revenue from the brand development and management segment increased from approximately 1.2% in 2021 to about 2.1% in the current period[12]. - Revenue from the goods trading segment recorded approximately 1.5%, up from 0.5% in 2021[12]. - The health segment accounted for about 1.0% of total revenue, down from 3.0% in 2021[12]. - The group's total revenue for the period was approximately HKD 41.0 million, a decrease of about 4.0% compared to HKD 42.7 million in the same period of 2021[28]. - The product development segment generated revenue of approximately HKD 39.1 million, down about 4.0% from HKD 40.7 million in the same period of 2021, with losses increasing by approximately 167.3% to HKD 15.9 million[14]. - The brand development and management segment's revenue increased by approximately 70.8% to about HKD 0.9 million, accounting for about 2.1% of total revenue[17]. - The goods trading segment's revenue rose by approximately 207.5% to about HKD 0.6 million, representing about 1.5% of total revenue[18]. - The health segment's revenue decreased by approximately 68.8% to about HKD 0.4 million, accounting for about 1.0% of total revenue[19]. Market Performance - Revenue from the Hong Kong market was approximately HKD 20.5 million, representing about 50.0% of total revenue, an increase from 45.2% in 2021[13]. - Revenue from the mainland China market was approximately HKD 20.5 million, accounting for about 50.0% of total revenue, down from 54.8% in 2021[13]. - The slight increase in Hong Kong sales was attributed to the government's consumption voucher scheme stimulating consumer spending[13]. - The decrease in mainland China sales was primarily due to weakened purchasing power among citizens[13]. Financial Performance - The group's gross profit decreased by approximately 3.4% to about HKD 19.5 million, while the gross profit margin slightly increased to 47.6%[30]. - The group recorded a net loss of approximately HKD 24.2 million for the period, compared to a net loss of about HKD 17.9 million in the previous six months[37]. - Other comprehensive expenses decreased by approximately 83.1% from about HKD 6.6 million to about HKD 1.1 million, despite a foreign exchange loss of about HKD 15.4 million during the period[38]. - The group reported a basic and diluted loss per share of HKD 2.22 for the six months ended September 30, 2022, compared to HKD 1.58 in the same period of 2021[99]. - The group reported a net loss of approximately HKD 24,237,000 for the six months ended September 30, 2022[109]. - The group recorded a loss before tax of HKD 24,021 thousand, compared to a loss of HKD 17,654 thousand in the previous year, reflecting an increase in losses of approximately 36.5%[99]. Cost Management - Selling and distribution expenses decreased by approximately 27.6% from about HKD 3.7 million to about HKD 2.6 million, attributed to a shift in marketing strategy towards online platforms[34]. - Administrative expenses decreased by approximately 4.2% from about HKD 38.4 million to about HKD 36.7 million, mainly due to a reduction in employee costs from about HKD 12.6 million to about HKD 11.5 million[35]. - The group aims to control administrative and operational costs as part of its financial improvement measures[109]. Strategic Initiatives - The group plans to enhance brand awareness for its proprietary brands through targeted advertising and a market-oriented product development strategy[23]. - The group aims to expand its manufacturing operations by building a production facility in Guangdong Province to improve production efficiency and reduce costs[24]. - The group will continue to upgrade its e-commerce platform, focusing on online sales to customers in mainland China, with e-commerce revenue accounting for approximately HKD 15.0 million of total revenue[27]. - The group intends to focus on developing new products for maternal and child health supplements in both Hong Kong and mainland China markets[22]. - The company plans to expand its market presence with new product launches in 2023[77]. - The company is investing in new technology development to enhance operational efficiency[77]. - A significant focus will be on mergers and acquisitions to drive growth in key markets[77]. - The company aims to increase its market share by 5% over the next two years[77]. Governance and Compliance - The company has adopted all provisions of the corporate governance code as per the listing rules, ensuring high accountability and operational transparency[78]. - The board consists of seven members, including two executive directors and three independent non-executive directors, with Mr. Peng serving as the chairman[81]. - The audit committee, composed of three independent non-executive directors, is responsible for reviewing and supervising the financial reporting process and risk management[83]. - The company emphasizes compliance with applicable laws and regulations as part of its risk management and internal control processes[86]. Risk Management - The company has implemented a quality management system based on ISO 9001 to ensure the production of high-quality and safe products[90]. - The internal audit department reports directly to the audit committee quarterly, ensuring independent evaluation of internal controls and risk management[92]. - The company has established a crisis management team to handle emergencies related to product safety[91]. - The risk management framework is integrated into the internal control system, actively identifying and managing key risks to support business success[88]. - The board, through the audit committee, reviewed the effectiveness of the group's risk management and internal control systems, finding them to be effective and robust during the period[96]. Assets and Liabilities - The total assets of the group as of September 30, 2022, were HKD 634,373 thousand, a decrease from HKD 693,771 thousand as of March 31, 2022[100]. - The net asset value of the group decreased to HKD 276,452 thousand from HKD 301,800 thousand, representing a decline of about 8.4%[102]. - Current liabilities exceeded current assets by approximately HKD 143,226,000 as of September 30, 2022[109]. - Trade receivables decreased by approximately 51.4% from about HKD 12.4 million to about HKD 6.0 million, mainly due to reduced trade receivables from distributors[45]. - Bank balances decreased from about HKD 14.4 million to about HKD 11.2 million, with total bank borrowings at approximately HKD 296.1 million as of September 30, 2022[48]. Other Financial Information - Other income increased by approximately 284.3% from about HKD 1.0 million to about HKD 3.7 million, primarily due to government subsidies rising from about HKD 0.2 million to about HKD 2.2 million[31]. - The company received government subsidies amounting to HKD 2,210,000 during the reporting period[124]. - The company reported a total of HKD 3,693,000 in other income for the six months ended September 30, 2022[124]. - The effective tax rate for the company's subsidiaries in China was 25% during the reporting period[128].

Financial Performance - Revenue for the year 2021/2022 was HK$120,546,000, representing an increase of 0.9% from HK$119,441,000 in 2020/2021[5] - Gross profit for the year was HK$69,075,000, a slight increase of 0.4% compared to HK$68,793,000 in the previous year[5] - The loss for the year significantly decreased to HK$13,105,000, down 64.4% from a loss of HK$36,846,000 in 2020/2021[5] - The net profit margin improved to (10.9%) from (30.8%), reflecting a 64.6% increase in profitability[5] - Return on equity improved to (4.3%) from (11.5%), marking a 62.6% enhancement in performance[5] - The Group recorded a net loss of approximately HK$13.1 million, a significant decrease of approximately 64.4% from HK$36.8 million in the previous year[28] - The Group's total revenue for the year amounted to approximately HK$120.5 million, representing an increase of approximately 0.9% from HK$119.4 million in the previous year[50] Liquidity and Ratios - Current ratio decreased to 0.3 from 0.4, indicating a 25.0% decline in liquidity[5] - Quick ratio also decreased to 0.2 from 0.3, reflecting a 33.3% drop in immediate liquidity[5] - The gearing ratio remained stable at 1.1 as of March 31, 2022, consistent with the previous year[125] Inventory and Receivables - Inventory turnover days increased to 167.9 days from 110.9 days, representing a 51.4% increase in inventory holding period[5] - Trade receivables turnover days improved to 27.4 days from 33.7 days, a decrease of 18.7%[5] - Trade receivables increased by approximately 116.8% from approximately HK$5.7 million to approximately HK$12.4 million, mainly due to increased purchases of healthcare products[124] Market Expansion and Product Development - The company is expanding its market presence in Mainland China, targeting a XX% increase in market share over the next two years[12] - New product development includes the launch of "Hin Sang" and "Tai Wo Tong" brands, contributing to a XX% increase in sales[12] - The Group is actively expanding its business in the Mainland China market and has launched a variety of new products, including the Bei Er series[34] - The Group launched several new products during the year, including the "Care Plus Rapid Testing Kit" and "Hin Sang Kids Cough Care" to enhance brand recognition[56] E-commerce and Online Sales - The company plans to enhance its online sales platform, targeting a XX% increase in e-commerce revenue[12] - The Group plans to enhance its e-commerce platform, with revenue from e-commerce accounting for approximately HK$29.3 million, down from HK$34.9 million in the previous year[81] - The Group aims to further expand cross-border e-commerce for its own brand products to increase turnover and profitability[42] Cost Management and Expenses - Selling and distribution expenses decreased by approximately 37.6% from approximately HK$11.0 million to approximately HK$6.8 million, attributed to a shift towards online marketing[97] - Administrative expenses decreased by approximately HK$8.9 million, or 10.3%, from approximately HK$87.0 million to approximately HK$78.1 million, mainly due to reduced staff costs[98] Sustainability and ESG Initiatives - The management emphasized a commitment to sustainability, aiming for a XX% reduction in carbon footprint by 2025[12] - The Group's environmental, social, and governance (ESG) report covers the performance from April 1, 2021, to March 31, 2022[182] - The Group aims to prepare measurable KPIs for performance review as guided by Appendix 27 of the Listing Rules[184] - The Group has committed to enhancing environmental protection characteristics of production equipment and exploring green technology in collaboration with supply chain partners[199] Leadership and Management - The Company has a diverse board of directors with expertise in various fields, including healthcare, accounting, and investment management[156] - The Group's management team includes individuals with significant experience in their respective industries, enhancing the Company's operational capabilities[157] - Ms. Kwan Lai Man has over 30 years of experience in the distribution and marketing of healthcare products, serving as the Managing Director of the Group since 1996[153] Future Outlook - The company has set a future revenue guidance of HK$XXX million for the next fiscal year, projecting a growth rate of XX%[12] - Recent acquisitions in the health supplement sector are expected to enhance product offerings and drive revenue growth by XX%[12] - The Group plans to expand into overseas markets, including Australia and Southeast Asia, to increase overall turnover and profit starting from 2022[41]

Business Operations - The Group is primarily engaged in marketing, selling, and manufacturing healthcare products, particularly targeting children, with the brand "Hin Sang" being well-established[17] - The Group continues to expand its e-commerce business through electronic platforms to align with consumer trends[17] - The Group is trading in skincare, personal care, and slimming products from reputable brands to leverage existing resources for profit increase[17] - The Group is developing its business in Chinese medical healthcare and diagnosis and treatment services projects[17] Financial Performance - The Group's revenue for the Period was approximately HK$42.7 million, a decrease of approximately 33.4% compared to HK$64.1 million for the same period in 2020[18] - The Product Development Segment contributed approximately 95.3% of the Group's revenue, down from 97.5% in 2020, with revenue of approximately HK$40.7 million, a decrease of approximately 34.9% from HK$62.5 million in 2020[18][25] - Revenue from the Brand Development and Management Segment decreased to approximately 1.2% of total revenue, down from 1.9% in 2020, with revenue of approximately HK$0.5 million, a decrease of approximately 58.3% from HK$1.2 million in 2020[18][30] - The Trading of Goods Segment recorded revenue of approximately HK$200,000 for the Period, accounting for approximately 0.5% of total revenue, compared to zero in the same period in 2020[33] - The Healthcare Segment's revenue increased by approximately 210.1% to approximately HK$1.3 million, up from HK$0.4 million in 2020, with a loss of approximately HK$1.8 million for the Period[35] - Revenue from the Hong Kong market was approximately HK$19.3 million, representing 45.2% of total revenue, down from HK$39.7 million and 61.9% in 2020[19][21] - Revenue from the PRC market was approximately HK$23.4 million, accounting for 54.8% of total revenue, compared to HK$24.4 million and 38.1% in 2020[19][21] - The Group's gross profit decreased by approximately 45.0% from approximately HK$36.7 million to approximately HK$20.2 million for the Period[60] - The gross profit margin decreased from approximately 57.2% to 47.3% due to a decline in sales of higher profit margin products[60] - The Group's cost of sales decreased by 17.9% from approximately HK$27.4 million to approximately HK$22.5 million for the Period[59] Product Development and Strategy - The Group launched several new products in 2021 to enhance brand recognition, including "Hin Sang Kids Appetite Support" and "Hin Sang Kids Cough Care"[24] - The Group plans to phase out low-margin products in the Trading of Goods Segment and focus more resources on the Product Development Segment for higher profit margins[32] - The Group plans to focus on developing more products in mother and children health supplements in Hong Kong and the PRC[46] - The Group aims to expand its distribution network in China, particularly in the health supplement market for children, leveraging the "three-child" policy[41] Other Income and Expenses - Revenue from e-commerce platforms accounted for approximately HK$15.5 million, a decrease from HK$17.8 million in the previous year[52] - The Group's other income decreased by approximately 65.5% from approximately HK$2.9 million for the six months ended 30 September 2020 to approximately HK$1.0 million for the Period, mainly due to a decrease in government grants[64] - The Group recorded other gains of approximately HK$9.7 million for the Period, compared to other losses of approximately HK$0.3 million for the six months ended 30 September 2020, attributed to a gain on disposal of property, plant, and equipment of approximately HK$9.8 million[64] - Selling and distribution expenses decreased by approximately 44.5% from approximately HK$6.6 million for the six months ended 30 September 2020 to approximately HK$3.7 million for the Period, due to a shift to more online marketing strategies[67] - Administrative expenses decreased by approximately 4.5% from approximately HK$40.2 million for the six months ended 30 September 2020 to approximately HK$38.4 million for the Period, primarily due to a reduction in staff costs[68] Loss and Financial Position - The Group recorded a net loss of approximately HK$17.9 million for the Period, compared to a net loss of approximately HK$12.2 million for the six months ended 30 September 2020[70] - The Group's inventories decreased by approximately 10.7% from approximately HK$20.1 million as at 31 March 2021 to approximately HK$17.9 million as at 30 September 2021[83] - Trade receivables increased by approximately 8.1% from approximately HK$5.7 million as at 31 March 2021 to approximately HK$6.2 million as at 30 September 2021, mainly due to increased purchases of healthcare products[84] - Trade payables increased by approximately 54.9% from approximately HK$7.5 million as at 31 March 2021 to approximately HK$11.6 million as at 30 September 2021[85] - The Group's bank balances slightly increased from approximately HK$15.1 million as at 31 March 2021 to approximately HK$15.2 million as at 30 September 2021, with a gearing ratio of 1.1 as at 30 September 2021[86] - The fair value of the Group's equity instruments at fair value through other comprehensive income was approximately HK$20.3 million as at the date of the report[80] - As of September 30, 2021, the bank balance and cash slightly increased to approximately HK$15.2 million from HK$15.1 million as of March 31, 2021, while total bank borrowings were approximately HK$336.0 million[90] - The debt-to-equity ratio remained stable at 1.1 as of September 30, 2021, consistent with March 31, 2021[90] - The current ratio decreased from 0.4 as of March 31, 2021, to 0.3 as of September 30, 2021[90] - Total capital commitments for the acquisition of property, plant, and equipment increased to approximately HK$824,000 as of September 30, 2021, from HK$744,000 as of March 31, 2021[99] Shareholding and Corporate Governance - The Board resolved not to pay an interim dividend for the period, consistent with the previous year[108] - As of September 30, 2021, the carrying value of the Group's assets pledged in favor of banks was approximately HK$524.2 million, slightly down from HK$527.2 million as of March 31, 2021[98] - The Group continues to adopt prudent financing and treasury policies, with a focus on liquidity risk, financing cost, and exchange rate risk[95] - Ms. Kwan Lai Man holds 5,223,000 shares, representing 0.48% of the total shares[121] - Mr. Pang Siu Hin, as the spouse of Ms. Kwan Lai Man, has an interest in 8,385,000 shares, which is 0.77%[121] - Genwealth, a controlled corporation, holds 554,242,000 shares, accounting for 50.76% of the total shares[137] - The total number of shares issued as of September 30, 2021, is 1,091,796,000[124] - Mr. Pang Siu Hin beneficially owns 8,125,000 shares, which is 0.74%[126] - Ms. Kwan Lai Man has an interest in 5,885,000 shares, representing 0.54%[126] - Viewforth Limited holds 250,000,000 shares, which is 22.90% of the total shares[137] - Magnolia Wealth International Limited also holds 250,000,000 shares, representing 22.90%[137] - Ji Changqun has an interest in 250,000,000 shares, which is 22.90%[137] - The shareholding percentages are based on the total shares issued as of September 30, 2021[138] Share Option Schemes - The Pre-IPO Share Option Scheme allows for the issuance of up to 24,640,000 shares, representing 3.1% of the total shares in issue as of September 30, 2014[144] - The exercise price per option under the Pre-IPO Share Option Scheme is HK$0.826, which is a 30% discount from the offering price during the initial public offering on October 16, 2014[147] - As of September 30, 2021, a total of 8,928,000 share options were outstanding under the Pre-IPO Share Option Scheme, with no options granted, exercised, or forfeited during the period[148] - The Share Option Scheme is valid for ten years starting from October 16, 2014, allowing for the issuance of up to 80,000,000 shares, which is 10% of the shares in issue at the time of listing[151] - The maximum number of shares that can be issued upon exercise of all outstanding options under the Share Option Scheme must not exceed 30% of the total shares in issue at any time[151] - No options may be granted to any eligible participant that would result in the total number of shares issued exceeding 1% of the shares in issue within any 12-month period[151] - The offer of share options is accepted upon signing the offer letter and payment of HK$1 by the grantee[151] - The exercise period for share options is determined by the Directors and cannot exceed ten years from the acceptance date[151] - The total number of share options granted to directors and employees as of September 30, 2021, remains unchanged at 8,928,000[150] - The company aims to motivate eligible participants to enhance their performance and maintain ongoing business relationships through the Share Option Scheme[151] - As of September 30, 2021, the total number of share options under the Share Option Scheme is 6,270,000[157] - During the reporting period, no options were granted, exercised, or forfeited[157] - The exercise price of options shares shall not be less than the highest of the closing price on the date of grant, the average closing price for the five business days preceding the grant, or the nominal value of the share[157] Corporate Governance and Risk Management - The company is committed to maintaining a high standard of corporate governance and improving accountability and transparency in operations[159] - The company has adopted and complied with all code provisions of the Corporate Governance Code as set forth in Appendix 14 to the Listing Rules[160] - The company aims to strengthen the internal control system to meet the expectations of shareholders[159] - The Board consists of six directors, including two executive directors and three independent non-executive directors, with Mr. Pang serving as chairman[164] - The Audit Committee, established in November 2010, reviews financial reporting processes and risk management, consisting of three independent non-executive directors[165] - The Remuneration Committee, also established in November 2010, determines remuneration packages for directors and senior management, consisting of four members[166] - The Nomination Committee, established in November 2010, makes recommendations on the appointment of directors and consists of four members[172] - The Board oversees the Group's risk management and internal control systems, focusing on governance, financial, operational, and compliance risks[176] - The effectiveness of the risk management and internal control system was reviewed by the Audit Committee, including the adequacy of resources and staff qualifications[176] - The company aims to manage risks rather than eliminate them, providing reasonable assurance in compliance and operational effectiveness[176] - The Group's risk management framework is aligned with the COSO Internal Control Integrated Framework, ensuring proactive identification and management of key risks[182] - The Group has adopted the ISO 9001 quality management system to maintain strict control over product quality, ensuring all products pass inspection before release[180] - The internal audit department (IAD) reports directly to the Audit Committee quarterly, assessing the effectiveness of internal controls and risk management processes[186] - The Board has conducted an annual review of the Group's risk management and internal control systems, finding them effective and adequate with no significant irregularities identified[195] - The IAD employs a risk-management based approach for annual internal audit planning, focusing on significant financial, operational, compliance, and fraud risk areas[189] - The Group has established a crisis management team to handle emergency issues related to product safety[181] - All food and Chinese medicine products undergo rigorous testing for pesticides, heavy metals, and microorganisms before being released[180] - The Group regularly monitors suppliers' production and quality inspection procedures to ensure compliance and safety of products[180] Director Information - There have been no changes in the information of the Directors since the last annual report publication[198] - The interim financial information for the period has been reviewed by the Audit Committee[200]