Company Overview - Good Fellow Healthcare Holdings Limited is incorporated in the Cayman Islands and listed on the GEM with stock code 8143[1]. - The registered office is located in Grand Cayman, while the principal place of business is in Hong Kong[7]. Corporate Governance - The audit committee is chaired by Jeanne Wong Ka Wai, indicating a focus on corporate governance[7]. - The company has adopted the Corporate Governance Code effective from April 1, 2012, to enhance shareholder value and accountability[108]. - The company complied with the applicable code provisions in the Corporate Governance Code for the year ended March 31, 2022[109]. - The Board consists of two executive Directors and three independent non-executive Directors, with nine full Board meetings held during the year ended March 31, 2022[118]. - The Board has established three committees: Audit Committee, Nomination and Corporate Governance Committee, and Remuneration Committee, to oversee specific aspects of the Company's affairs[126]. - The Company has arranged appropriate directors' liability insurance to indemnify directors for liabilities arising from corporate activities[126]. - The Board believes it is appropriately structured to provide sufficient checks and balances to protect the interests of the Group and shareholders[126]. - Independent non-executive Directors have confirmed their independence in accordance with GEM Listing Rules[128]. - The company has appointed non-executive directors for specific terms, subject to re-election, ensuring compliance with Code provision A.4.1[137]. - The company provides comprehensive induction and ongoing training for newly appointed directors to ensure understanding of operations and responsibilities under GEM Listing Rules[134]. Financial Performance - The financial summary section of the report provides insights into the company's performance metrics[3]. - The Group's revenue for the year ended 31 March 2022 was approximately HK$54.238 million, representing an increase of approximately 0.65% compared to HK$53.886 million in 2021[22]. - Gross profit for the year was approximately HK$26.660 million, an increase of approximately 0.81% from HK$26.447 million in 2021[18]. - The operating loss from operations was approximately HK$5.891 million, significantly improved from an operating loss of approximately HK$37.053 million in 2021[18]. - Net loss attributable to owners of the Company was approximately HK$12.689 million, down from a net loss of approximately HK$30.183 million in 2021[18]. - Other revenue for the year ended 31 March 2022 amounted to approximately HK$2.132 million, a decrease of approximately 52.06% compared to HK$4.437 million in 2021[32]. - Selling and distribution expenses for the year ended 31 March 2022 were approximately HK$20.902 million, representing a decrease of approximately 1.88% from HK$21.303 million in 2021[30]. - Administrative expenses for the year ended 31 March 2022 amounted to approximately HK$41.447 million, a decrease of approximately 12.68% compared to HK$47.466 million in 2021[31]. - Finance costs for the year ended 31 March 2022 were approximately HK$1.655 million, representing a decrease of approximately 29.57% from HK$2.350 million in 2021[31]. - The Group recorded a net loss from operations before taxation of approximately HK$7.546 million for the year ended 31 March 2022, a significant decrease from approximately HK$39.403 million in 2021[37]. Operational Developments - The Group operates two general hospitals in Putian and Beijing, maintaining the same number as in 2021[23]. - Management plans to diversify hospital services to meet various public needs, including treatments for common and special diseases[23]. - The Group continues to allocate resources to expand hospital services and explore business opportunities[23]. - The management envisions more diversified hospital services becoming available in the next few years[23]. - The Group's focus remains on providing general hospital services in the People's Republic of China[21]. - The Group will focus on chronic disease treatment and management, allocating more resources to explore new opportunities in the upcoming financial year[44]. Risk Management - The company has faced higher investment risks due to its small and mid-sized company status on the GEM, which may lead to greater market volatility[2]. - The management continues to focus on training medical staff and exploring new business approaches to optimize resources for better outcomes in the medical and financial sectors[39]. - The Group's risk exposure to currency fluctuations is considered minimal, as most transactions are denominated in Renminbi and Hong Kong dollars[48]. - The restructuring of central ministries in China may slow down hospital operations and management procedures, posing potential risks to marketing plans[85]. - Regional governance of hospitals varies by city, impacting operational standardization and consistency, which presents a significant management challenge[86]. Compliance and Internal Controls - The Group's internal control and risk management systems are designed to provide reasonable assurance against material misstatement or loss, with the Board satisfied with their effectiveness in 2022[189]. - The Group has established policies to ensure the reliability of financial reporting and compliance with applicable laws and regulations[194]. - The Audit Committee monitored the integrity of financial statements and compliance with statutory and listing requirements[155]. - The Board is responsible for establishing and maintaining effective risk management and internal control systems to achieve the Company's strategic objectives[190]. Events and Changes - The company has undergone changes in its executive team, with the resignation of the Chief Executive Officer on May 31, 2021[6]. - The disposal of the entire equity interest of Edin Hospital Management (Putian) Co., Ltd. was completed on 1 September 2021, resulting in the Target Group ceasing to be subsidiaries of the Company[62]. - Edinburgh International Hospital Management (Shenzhen) Co. Ltd. is involved in a civil complaint filed by China Merchants Hainan Development Investment Co. Ltd. on 9 March 2022[70]. - China Merchants is seeking to terminate a cooperation agreement with Edinburgh Hospital Management regarding the establishment of an international diabetes center in Hainan, involving a refund of approximately RMB 12.13 million[77]. - The company is also pursuing liquidated damages and costs related to the civil complaint amounting to approximately RMB 1.4 million[79]. - No significant events occurred after the end of the reporting period[82]. Human Resources - The Group had 137 full-time employees as of March 31, 2022, a decrease from 340 in 2021[53]. - For the year ended 31 March 2022, staff costs amounted to approximately HK$31.487 million, an increase of 6.8% from HK$29.485 million in 2021[57]. - The Group has adopted employee share option schemes to incentivize eligible employees, although there were no outstanding share options granted as of 31 March 2022[57].

Financial Performance - The total revenue for the nine months ended December 31, 2021, was approximately HKD 39,967,000, representing an increase of about 9.34% compared to HKD 36,554,000 for the same period in 2020[4] - The profit attributable to owners of the company for the nine months ended December 31, 2021, was HKD 2,729,000, a significant recovery from a loss of HKD 15,880,000 in the same period of 2020[4] - The gross profit for the nine months ended December 31, 2021, was HKD 33,558,000, compared to HKD 28,944,000 for the same period in 2020, indicating a positive growth trend[6] - The operating profit for the nine months ended December 31, 2021, was HKD 8,352,000, a turnaround from an operating loss of HKD 24,668,000 in the same period of 2020[6] - The total comprehensive income for the nine months ended December 31, 2021, was HKD 9,125,000, a recovery from a loss of HKD 22,750,000 in the same period of 2020[7] - The company recorded other income and gains of HKD 2,215,000 for the nine months ended December 31, 2021, compared to HKD 4,799,000 in the same period of 2020[6] Loss and Earnings Per Share - For the three months ended December 31, 2021, the company reported a loss attributable to owners of HKD 4,477,000, an improvement from a loss of HKD 6,879,000 in the same quarter of 2020[4] - The basic loss per share for the three months ended December 31, 2021, was HKD (0.159), an improvement from a loss of HKD (0.244) for the same period in 2020[22] - The basic earnings per share for the nine months ended December 31, 2021, was HKD 0.097, compared to a loss of HKD (0.056) for the same period in 2020[22] Revenue from Hospital Services - For the three months ended December 31, 2021, the revenue from comprehensive hospital services was HKD 13,603,000, a decrease of 2.95% compared to HKD 14,017,000 for the same period in 2020[19] - For the nine months ended December 31, 2021, the revenue from comprehensive hospital services was HKD 39,967,000, an increase of 9.93% compared to HKD 36,554,000 for the same period in 2020[19] Dividend Distribution - The company did not recommend the distribution of dividends for the nine months ended December 31, 2021, consistent with the previous year[4] - The group did not recommend any dividend for the nine months ended December 31, 2021, consistent with the previous year[38] Sale of Subsidiary - The company completed the sale of its subsidiary, resulting in a gain of HKD 31,683,000 from the transaction[29] - The net cash outflow from the sale of the target group was HKD 168,000[28] - The total net liabilities of the sold subsidiary amounted to HKD 33,477,000[30] Strategic Focus and Future Plans - The company’s financial performance reflects a strategic focus on enhancing hospital service offerings and optimizing operational efficiency[15] - The group plans to continue operating its existing business, including the Beijing hospital and developing an international diabetes center in Hainan, aiming to enhance healthcare services and explore new business opportunities[36] - The group aims to improve and expand China's existing healthcare infrastructure, driven by the increasing demand for quality and affordable healthcare services for the aging population[36] Shareholding and Corporate Governance - As of December 31, 2021, Mr. Wu Zhilong held a personal interest of 59,000,000 shares, representing approximately 2.09% of the total shares, and a company interest of 1,581,959,460 shares, representing approximately 56.13%[47] - As of December 31, 2021, major shareholders include Star Sun Global Limited with 1,581,959,460 shares, representing approximately 56.13% of issued shares[56] - Zheng Huixian holds 1,640,959,460 shares through spouse equity, accounting for about 58.22% of issued shares[56] - New Hope International (Hong Kong) Limited and its affiliates collectively own 343,217,539 shares, representing approximately 12.18% of issued shares[56] - The company has adopted a code of conduct for securities trading by directors, which complies with GEM Listing Rules[67] - The company has adhered to the corporate governance code as per GEM Listing Rules Appendix 15 during the nine months ending December 31, 2021[68] - The remuneration committee is responsible for determining the specific remuneration packages of all executive directors[70] Audit and Compliance - The unaudited consolidated performance for the review period has been reviewed by the Audit Committee, which believes the performance is prepared in accordance with applicable accounting standards and GEM listing rules[76] - The exchange rate used for converting RMB to HKD is 1.00 RMB to 1.226 HKD, for illustrative purposes only[76] - The Board of Directors consists of Executive Directors Mr. Wu Zhilong and Mr. Zheng Gang, and Independent Non-Executive Directors Ms. Huang Jiawei, Dr. Lin Xuanchen, and Mr. Liu Deji[76] Operational Expenses - Sales and distribution expenses increased to approximately HKD 13,130,000, up about 16.97% from HKD 11,225,000 in the previous year, attributed to the commencement of operations at the Putian Edinburgh Friendly Hospital[32] - The company did not purchase, sell, or redeem any of its listed securities during the review period[64] - No stock options were granted, exercised, canceled, or expired under the stock option plan as of December 31, 2021[62]

Financial Performance - For the six months ended September 30, 2021, the group recorded total revenue of approximately HKD 26,364,000, an increase of about 16.98% compared to HKD 22,537,000 for the same period in 2020[4] - The gross profit margin for the six months ended September 30, 2021, was approximately 82.51%, an increase of about 13.7 percentage points from 68.81% in the same period of 2020[4] - The profit attributable to owners of the company for the six months ended September 30, 2021, was approximately HKD 7,206,000, compared to a loss of HKD 9,001,000 in the same period of 2020[4] - The group reported a total comprehensive income of HKD 24,148,000 for the three months ended September 30, 2021, compared to a loss of HKD 6,942,000 in the same period of 2020[8] - The operating profit for the six months ended September 30, 2021, was HKD 13,143,000, compared to an operating loss of HKD 10,815,000 in the same period of 2020[6] - The group reported other income of HKD 2,182,000 for the six months ended September 30, 2021, compared to HKD 3,859,000 in the same period of 2020[6] - The group reported financial costs of HKD 1,312,000 for the six months ended September 30, 2021, compared to HKD 3,074,000 for the same period in 2020, indicating a decrease of approximately 57.3%[34] - The group reported a profit attributable to owners of approximately HKD 7,206,000, a significant turnaround from a loss of HKD 9,001,000 in the previous year, primarily due to the recognition of a gain from the sale of a subsidiary amounting to HKD 31,683,000[53] Assets and Liabilities - The total assets of the group as of September 30, 2021, were HKD 73,230,000, a decrease from HKD 191,376,000 as of March 31, 2021[11] - As of September 30, 2021, the company's total liabilities amounted to HKD 158,476 million, a decrease from HKD 191,376 million as of March 31, 2021[12] - The company's total assets minus current liabilities stood at HKD 46,538 million as of September 30, 2021, down from HKD 136,046 million as of March 31, 2021[12] - The company's total equity attributable to owners was HKD 73,230 million as of September 30, 2021, a decline from HKD 191,376 million as of March 31, 2021[12] - The total current assets were approximately HKD 53,265,000, down from HKD 74,175,000 as of March 31, 2021, while current liabilities were approximately HKD 26,692,000, reduced from HKD 55,330,000[60] Cash Flow - The group’s cash and cash equivalents as of September 30, 2021, amounted to HKD 26,362,000, down from HKD 38,071,000 as of March 31, 2021[11] - The net cash generated from operating activities for the six months ended September 30, 2021, was a negative HKD 11,580 million, compared to a positive HKD 19,015 million for the same period in 2020[21] - The cash and cash equivalents decreased by HKD 11,994 million during the six months ended September 30, 2021, compared to an increase of HKD 12,749 million in the same period of 2020[21] - The company reported a net cash outflow from investing activities of HKD 2,221 million for the six months ended September 30, 2021, compared to HKD 6,342 million in the same period of 2020[21] - The financing activities generated a net cash inflow of HKD 1,807 million for the six months ended September 30, 2021, a significant increase from HKD 76 million in the same period of 2020[21] Employee and Operational Costs - Employee costs, including director remuneration, for the six months ended September 30, 2021, totaled HKD 19,800,000, compared to HKD 12,981,000 for the same period in 2020, reflecting an increase of approximately 52.0%[33] - The total employee cost for the six months ended September 30, 2021, was approximately HKD 19,800,000, compared to HKD 12,981,000 for the same period in 2020[71] - Sales and distribution expenses increased by approximately 65.55% to HKD 10,208,000, attributed to the operational commencement of the Putian Edinburgh Friendly Hospital[52] - Administrative expenses rose by approximately 34.69% to HKD 32,348,000, mainly due to the same hospital's operational activities[52] Corporate Governance and Shareholder Information - The company has established a remuneration committee to determine the compensation packages for executive directors, considering factors such as comparable company salaries and performance-linked remuneration[110] - The audit committee has reviewed the unaudited consolidated results for the period, ensuring compliance with applicable accounting standards and GEM listing rules[115] - The company has adhered to the corporate governance code as stipulated in the GEM listing rules during the review period[109] - The nomination and corporate governance committee is responsible for reviewing the board's structure and recommending suitable candidates for board positions[112] - The company has not granted any pre-emptive rights to existing shareholders for new shares as per its articles of association[107] - The board of directors has complied with the securities trading code during the six months ending September 30, 2021[108] - The company has no direct or indirect competition from any business owned by its directors or their associates as of September 30, 2021[105] - The audit committee consists of three independent non-executive directors, ensuring independence and oversight of financial reporting[113] - The company has maintained effective internal control systems and risk management practices as part of its governance framework[113] Strategic Outlook - The group anticipates increased opportunities in the healthcare sector despite COVID-19, focusing on integrated and specialized medical services[57] - The management emphasizes the importance of training healthcare personnel and optimizing resources to achieve better medical and financial outcomes[57] - The group has prepared to implement the expected outcomes of the "14th Five-Year Plan" for hospital operations starting in 2021[57] - Following the sale of the Putian Hospital, the group now operates only one general hospital in Beijing, which is expected to enhance business performance and align with its strategic development[59] - The group aims to leverage synergies between its general hospital and specialized services to drive future growth[59] Share Options and Securities - The total number of shares available for issuance under the share option scheme is capped at 169,876,994 shares, representing about 6.03% of the issued share capital[96] - No share options were granted, exercised, canceled, or lapsed during the six months ending September 30, 2021[93] - The share option plan aims to incentivize and retain employees, providing direct economic benefits tied to the company's long-term business goals[94] - The maximum number of shares that can be granted to any participant under the share option plan is limited to 1% of the total issued shares within any twelve-month period[97] - The share option plan is valid for ten years from the adoption date, expiring on August 9, 2021[103] - The company did not purchase, sell, or redeem any of its listed securities during the six months ending September 30, 2021[104] - The company is not aware of any other individuals holding interests in the company's shares or related securities as of September 30, 2021[89] Shareholding Structure - As of September 30, 2021, the major shareholder, Xingyang Global Limited, holds 1,680,459,460 shares, representing approximately 59.63% of the issued shares[86] - Ms. Zheng Huixian, as a spouse of the beneficial owner, has rights to 1,739,459,460 shares, accounting for about 61.72% of the issued shares[86] - New Hope International (Hong Kong) Limited owns 343,217,539 shares, which is approximately 12.18% of the total issued shares[86]

ep GOOD FELLOW HEALTHCARE HOLDINGS LIMITED | --- | --- | --- | |-----------------------------------------------|-------|-------| | | | | | 金威醫療集團有限公司 | | | | 於開曼群島註冊成立之有限公司 (股份代號: 8143) | | | 香港聯合交易所有限公司（「聯交所」）GEM（「GEM」）之特色 GEM為投資風險較其他於聯交所上市之公司為高之中小型公司提供上市之市場。有 意投資之人士應了解投資於該等公司之潛在風險，並應經過審慎周詳之考慮後方作出 投資決定。 由於GEM上市之公司通常為中小型公司，在GEM買賣之證券可能會較在聯交所主板 買賣之證券承受較大之市場波動風險，同時無法保證在GEM買賣之證券會有高流通 量之市場。 香港交易及結算所有限公司以及香港聯合交易所有限公司對本報告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本報告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本報告乃根據GEM證券上市規則（「G ...

Financial Performance - The Group's revenue for the year ended March 31, 2021, was approximately HK$53.886 million, a decrease of 62.73% compared to HK$144.591 million in 2020[22] - The operating loss from operations was approximately HK$37.053 million, compared to an operating loss of approximately HK$48.579 million in 2020[22] - Net loss attributable to owners of the Company was approximately HK$30.183 million, down from a net loss of approximately HK$49.504 million in 2020[22] - Gross profit was approximately HK$26.447 million, representing a decrease of approximately 56.64% from HK$60.997 million in the previous year[32] - Other revenue, including government grants and interest income, amounted to approximately HK$4.437 million, an increase from approximately HK$2.582 million in 2020[43] - Selling and distribution expenses decreased by approximately 32.94% to HK$21.303 million from HK$31.764 million in the previous year[44] - Administrative expenses were approximately HK$47.466 million, a decrease of approximately 29.85% from HK$67.667 million in 2020[49] - Finance costs decreased by approximately 67.07% to HK$2.350 million from HK$7.137 million in the previous year[49] - For the year ended 31 March 2021, staff costs amounted to approximately HK$29.485 million, a decrease of 57% from HK$68.813 million in 2020[86][88] Hospital Operations - The Group operates two general hospitals in Putian and Beijing, down from three hospitals in 2020[23] - The segmental revenue for general hospital services was approximately HK$53.886 million, reflecting a decrease of approximately 62.73% compared to the previous year[23] - The Company continues to focus on the provision of general hospital services in the People's Republic of China[22] - The Group is allocating resources to seek business opportunities for expanding hospital services[23] - The Group anticipates diversifying hospital services to meet various public needs in the coming years[37] - The Putian Edinburgh Friendship Hospital conducted a trial run during the year, and the Group is assessing its operations for future planning[99] Management and Governance - The financial year 2020/2021 was described as critical and full of challenges for the Group[22] - The Company has made efforts to improve its operational efficiency despite the losses reported[22] - The Group's management is actively looking for new business opportunities to enhance its service offerings[23] - The Directors do not recommend the payment of a dividend for the year ended 31 March 2021[56] - The Company has complied with the corporate governance code provisions for the year ended March 31, 2021[146] - The board consists of two executive directors, one non-executive director, and three independent non-executive directors[152] - Seven full board meetings were held during the year, with all directors having full attendance[155] - The Company has established three committees: Audit Committee, Nomination and Corporate Governance Committee, and Remuneration Committee[148] - The Company ensures compliance with corporate governance practices and other compliance matters through the company secretary[180] Market and Industry Trends - The healthcare industry in China has seen the construction of nearly 1,200 new hospitals by March 2021, reflecting the high demand for accessible medical services[59] - The aging population, urbanization, and improved health insurance are key drivers for the rapid expansion of the medical service market in China[59] - The management is confident in the increasing demand for quality medical services in the upcoming financial year[61] Risks and Challenges - The company faces market risks due to the restructuring of central ministries and agencies responsible for healthcare, which may slow down hospital operations and management[115] - Operational risks arise from varying regional governance of hospitals, impacting standardization and consistency in operations across different cities[116] - The company has identified potential risks that could affect the execution of marketing plans and cooperation due to changes in local government policies[115] Changes in Leadership - Dr. Jiang Tao resigned as executive director and CEO on 31 May 2021, but will remain a director of a non-wholly-owned subsidiary[111] - The Company has no chief executive officer following Dr. Jiang Tao's resignation on May 31, 2021, with daily operations monitored by executive Directors and senior management[175] Shareholding and Investments - Sino Business Investment Development Limited subscribed for 96 shares in Edinburgh International, representing 24% of its issued share capital, at a total consideration of RMB10,965,000 (approximately HK$13,158,000)[87][89] - The shareholding interest of Sino Business in Edinburgh International increased from 51% to 75% following the completion of the subscription[91][93] - The Group did not have any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the year, aside from the subscription[91][93] Compliance and Audit - The Audit Committee held four meetings during the year ended March 31, 2021[190] - The Group's audited consolidated financial results for the year ended March 31, 2021, were reviewed by the Audit Committee, which confirmed compliance with applicable accounting standards[198] - The external auditors attended meetings to discuss audit and financial reporting issues, with no disagreements regarding their reappointment[197]

Financial Performance - For the nine months ended December 31, 2020, the group recorded total revenue of approximately HKD 36,554,000, a decrease of about 73.12% compared to HKD 135,970,000 for the same period in 2019[4] - For the nine months ended December 31, 2020, the loss attributable to owners of the company was approximately HKD 15,880,000, compared to a loss of HKD 6,556,000 in 2019[4] - For the three months ended December 31, 2020, the loss attributable to owners of the company was approximately HKD 6,879,000, compared to a loss of HKD 5,651,000 in 2019[4] - The gross profit for the nine months ended December 31, 2020, was HKD 4,799,000, compared to HKD 4,367,000 in 2019[6] - The operating loss for the nine months ended December 31, 2020, was HKD 24,668,000, compared to HKD 4,484,000 in 2019[6] - The total comprehensive loss for the nine months ended December 31, 2020, was HKD 22,750,000, compared to HKD 6,909,000 in 2019[8] - The basic loss per share attributable to owners of the company for the nine months ended December 31, 2020, was HKD 0.563, compared to HKD 0.225 in 2019[10] - For the three months ended December 31, 2020, the company reported a revenue of HKD 14,017,000, a decrease from HKD 35,187,000 in the same period of 2019, representing a decline of approximately 60%[23] - The basic loss per share for the three months ended December 31, 2020, was HKD 6,879,000, compared to HKD 5,651,000 for the same period in 2019[26] - The basic loss per share for the nine months ended December 31, 2020, was HKD 15,880,000, an increase from HKD 6,556,000 in the same period of 2019[26] Dividends and Share Capital - The board of directors does not recommend the payment of dividends for the nine months ended December 31, 2020[4] - The company did not recommend any dividend for the nine months ended December 31, 2020, consistent with the previous year[25] - The total issued share capital of the company as of December 31, 2020, was approximately HKD 29,168,000, comprising 2,818,249,944 ordinary shares and 98,500,000 non-voting convertible preference shares[16] Administrative and Operational Expenses - The company reported a significant increase in administrative expenses, totaling HKD 47,186,000 for the nine months ended December 31, 2020, compared to HKD 54,963,000 in 2019[6] - Sales and distribution expenses were approximately HKD 11,225,000, down 84.22% from HKD 71,113,000 year-on-year, primarily due to the sale of Jiaxing Hospital[32] - Administrative expenses decreased by approximately 14.15% to HKD 47,186,000 from HKD 54,963,000 in the previous year, also attributed to the sale of Jiaxing Hospital[32] Corporate Governance and Compliance - The company’s financial statements are prepared in accordance with Hong Kong Financial Reporting Standards[20] - The audit committee reviewed the unaudited condensed consolidated results, which were prepared in accordance with applicable accounting standards and GEM listing rules[76] - The company has complied with the corporate governance code as set out in the GEM listing rules during the nine months ended December 31, 2020[70] - The remuneration committee is responsible for determining the specific remuneration packages of all executive directors, including benefits and compensation[73] - The nomination and corporate governance committee was established to review the board's structure and recommend suitable candidates for board membership[74] - The company has adopted a code of conduct regarding securities trading by directors, which has been adhered to during the review period[69] Shareholder Information - As of December 31, 2020, the company’s major shareholder, Xingyang Global Limited, holds 1,680,459,460 shares, representing approximately 59.63% of the total issued shares[58] - Zheng Huixian, a spouse of a director, holds 1,739,459,460 shares, accounting for approximately 61.72% of the total issued shares[58] - New Hope International (Hong Kong) Limited owns 343,217,539 shares, which is about 12.18% of the total issued shares[58] Future Plans and Developments - The company plans to expand its services through integrated and specialized medical models, anticipating more opportunities in the healthcare sector as indicated by the national economic and social goals[35] - The company aims to introduce new treatment models for diabetes and other chronic diseases while enhancing service quality and adopting new medical technologies[36] - The Putian Edinburgh Friendly Hospital has commenced trial operations, and the group is currently evaluating its operational status to formulate future plans[46] - The company is collaborating to establish an International Diabetes Center in Hainan, aiming to attract patients for medical tourism services[42] Other Information - The company has not reported any significant events after the reporting period[50] - The registered office and principal share transfer office in the Cayman Islands have been relocated as of April 1, 2020[49] - The company has not disclosed any interests or positions held by directors or senior management in any shares or related securities as of December 31, 2020[56] - The company has not granted any rights to directors or their associates to benefit from purchasing shares or debt securities of the company[63] - There were no arrangements made during the review period that would allow directors or key executives to benefit from purchasing shares or debt securities[63] - No new products or technologies have been mentioned in the provided documents[48] - No stock options were granted, exercised, canceled, or lapsed during the nine months ended December 31, 2020[64] - The company did not purchase, sell, or redeem any of its listed securities during the review period[65] - The company is assessing the operational situation of the Putian Edinburgh Friendly Hospital to develop future strategies[46]

Financial Performance - For the six months ended September 30, 2020, the group recorded total revenue of approximately HKD 22,537,000, a decrease of about 77.64% compared to HKD 100,783,000 for the same period in 2019[4] - The gross profit margin for the six months ended September 30, 2020, was approximately 68.81%, down by about 6.34 percentage points from 75.15% in the same period of 2019[4] - The loss attributable to owners of the company for the six months ended September 30, 2020, was approximately HKD 9,001,000, compared to a loss of HKD 905,000 for the same period in 2019[4] - The group reported a total comprehensive loss of HKD 10,967,000 for the six months ended September 30, 2020, compared to a profit of HKD 4,745,000 for the same period in 2019[9] - The company reported a basic and diluted loss per share of HKD 0.319 for the six months ended September 30, 2020, compared to a loss of HKD 0.031 for the same period in 2019[9] - The group's revenue from comprehensive hospital services for the six months ended September 30, 2020, was HKD 100,783,000, a decrease from HKD 122,319,000 in the same period of 2019, representing a decline of approximately 17.5%[28] - The operating loss for the three months ended September 30, 2020, was HKD 3,868,000, compared to a profit of HKD 7,076,000 in the same period of 2019, indicating a significant downturn[34] Assets and Liabilities - As of September 30, 2020, total assets amounted to HKD 207,648,000, an increase from HKD 183,171,000 as of March 31, 2020[11] - Non-current assets increased to HKD 112,252,000 as of September 30, 2020, compared to HKD 102,617,000 as of March 31, 2020[11] - The total liabilities increased to HKD 146,531 million as of September 30, 2020, compared to HKD 111,404 million as of March 31, 2020, representing a growth of approximately 31.5%[13] - The total assets minus current liabilities amounted to HKD 147,484 million as of September 30, 2020, compared to HKD 142,221 million as of March 31, 2020, indicating a growth of about 3.0%[13] - The deferred income rose to HKD 76,030 million as of September 30, 2020, compared to HKD 55,699 million as of March 31, 2020, marking an increase of about 36.5%[13] - The company's current liabilities included trade and other payables of HKD 53,688 million as of September 30, 2020, compared to HKD 34,449 million as of March 31, 2020, reflecting a rise of about 55.9%[12] Cash Flow - The net cash generated from operating activities for the six months ended September 30, 2020, was HKD 19,015 million, a significant recovery from a cash outflow of HKD 24,379 million in the same period last year[20] - The cash and cash equivalents increased to HKD 68,190 million as of September 30, 2020, from HKD 104,135 million a year earlier, reflecting a decrease of approximately 34.6%[20] - The net cash flow from investing activities was a cash outflow of HKD 6,342 million for the six months ended September 30, 2020, compared to a cash inflow of HKD 761 million in the same period last year[20] - The company reported a net cash inflow from financing activities of HKD 76 million for the six months ended September 30, 2020, compared to HKD 923 million in the previous year[20] Employee and Administrative Expenses - The group’s administrative expenses for the six months ended September 30, 2020, were HKD 24,016,000, compared to HKD 34,820,000 for the same period in 2019[6] - The group’s employee costs, including directors' remuneration, were HKD 12,981,000 for the six months ended September 30, 2020, down from HKD 21,552,000 in the same period of 2019, a decrease of about 39.9%[31] - Sales and distribution expenses for the period were approximately HKD 6,166,000, down about 89.31% from HKD 57,685,000 in the previous year, also attributed to the sale of Jiaxing Hospital[47] - Administrative expenses decreased to approximately HKD 24,016,000, a reduction of about 31.03% from HKD 34,820,000 in the previous year, mainly due to the sale of Jiaxing Hospital[47] Corporate Governance and Shareholder Information - The company has established a remuneration committee to determine the compensation packages for executive directors, considering factors such as comparable company salaries and performance-linked remuneration[112] - The audit committee has reviewed the unaudited condensed consolidated results for the period, ensuring compliance with applicable accounting standards and GEM listing rules[116] - The company has adhered to the corporate governance code as stipulated in the GEM listing rules during the review period[111] - The board of directors consists of three executive directors and four independent non-executive directors, ensuring a diverse governance structure[117] - Major shareholder Starry Global Limited holds 1,680,459,460 shares, representing 59.63% of the issued shares[89] - Ms. Zheng Huixian, as a spouse, has rights to 1,739,459,460 shares, equating to 61.72% of the issued shares[89] - The total number of shares available for issuance under the share option scheme is capped at 169,876,994 shares, approximately 6.03% of the issued share capital[98] Business Developments - The group entered into a cooperation agreement to operate the International Diabetes Center in Hainan, China, aimed at attracting patients for medical tourism services[66] - The Edinburgh International Hospital was renamed Putian Edinburgh Friendship Hospital and commenced operations on July 17, 2020, after obtaining a medical license[70] - On October 5, 2020, Sino Business Investment Development Limited subscribed for 96 shares in Edinburgh International, increasing its ownership from 51% to 75% for a total consideration of approximately HKD 12,500,100[74] - The company terminated a memorandum of understanding regarding a potential acquisition of at least 70% of Changzhou Shuguang Medical Beauty Hospital, with a refundable deposit of HKD 1,000,000 returned to the buyer[71] Future Outlook - The management anticipates greater development potential in the healthcare industry despite the COVID-19 outbreak, driven by the increasing demand for quality and affordable healthcare services for chronic diseases[50] - The group continues to focus on training healthcare personnel and exploring new business methods to optimize resources for better medical and financial outcomes[51]

Financial Performance - For the three months ended June 30, 2020, the group recorded revenue of approximately HKD 9,826,000, a decrease of about 81.95% compared to HKD 54,447,000 for the same period in 2019[4] - The gross profit margin for the same period was approximately 76.75%, compared to 73.98% in 2019, indicating a stable gross margin[4] - The loss attributable to the owners of the company for the three months ended June 30, 2020, was approximately HKD 5,133,000, an improvement from a loss of HKD 7,981,000 in the same period of 2019[4] - The total comprehensive loss for the period was HKD 4,025,000, compared to HKD 6,356,000 in the previous year, showing a reduction in overall losses[4] - The basic and diluted loss per share for the period was HKD 0.182, compared to HKD 0.274 in the same period of 2019[8] - The group incurred operating losses of HKD 7,274,000 for the period, compared to HKD 6,899,000 in the previous year[6] Dividends and Shareholder Information - The company did not recommend the payment of dividends for the three months ended June 30, 2020, consistent with the previous year[4] - The company does not recommend the distribution of dividends for the three months ended June 30, 2020[22] - As of June 30, 2020, Mr. Wu Zhihong holds personal equity of 59,000,000 shares (2.09%) and company equity of 1,680,459,460 shares (59.63%) in the company[39] - Dr. Jiang Tao holds personal equity of 9,300,000 shares (0.33%) in the company[39] - Ms. Zheng Gang holds personal equity of 6,044,000 shares (0.21%) in the company[39] - Major shareholder Xingyang Global Limited owns 1,680,459,460 shares (59.63%) in the company[49] - Ms. Zheng Huixian, as a spouse of Mr. Wu Zhihong, has equity in 1,739,459,460 shares (61.72%) in the company[49] - New Hope International (Hong Kong) Limited holds 343,217,539 shares (12.18%) in the company[49] Operational Developments - The company continues to focus on enhancing its hospital services in China, aiming for market expansion despite current financial challenges[12] - Revenue from comprehensive hospital services for the three months ended June 30, 2020, was approximately HKD 9,826,000, a decrease of about 81.95% compared to HKD 54,447,000 in the same period of 2019[24] - Sales and distribution expenses for the three months ended June 30, 2020, were approximately HKD 2,001,000, a decrease of about 93.94% from HKD 33,028,000 in the same period of 2019[25] - Administrative expenses for the three months ended June 30, 2020, were approximately HKD 13,947,000, a decrease of about 11.61% compared to HKD 15,779,000 in the same period of 2019[25] - The company reported other comprehensive income of HKD 3,284,000 from foreign currency translation differences for the period[6] - The total liabilities of the group increased, reflecting ongoing operational challenges and market conditions[12] Strategic Initiatives - The company plans to explore new medical technologies and procedures to meet the diverse needs of local communities[29] - The company has successfully obtained a medical license for Putian Edinburgh Friendship Hospital, which commenced operations on July 17, 2020[34] - The company remains optimistic about the prospects of the Chinese healthcare industry and the increasing demand for quality medical services[29] - The company has achieved good results in introducing successful diabetes treatment solutions from abroad, enhancing support for existing hospitals and new businesses[31] Corporate Governance - The company has adopted a code of conduct regarding securities trading by directors, which has been adhered to during the three months ended June 30, 2020[60] - The company has complied with the corporate governance code as set out in the GEM Listing Rules during the three months ended June 30, 2020[61] - The remuneration committee was established to determine the specific remuneration packages of all executive directors, including benefits and compensation[62] - The nomination and corporate governance committee was formed to review the board's structure and recommend suitable candidates for board membership[64] - The audit committee ensures the adequacy and effectiveness of the group's accounting and financial controls[67] - The unaudited condensed consolidated results for the three months ended June 30, 2020, have been reviewed by the audit committee and deemed to comply with applicable accounting standards[67] Miscellaneous - There were no significant acquisitions or disposals of subsidiaries or associates during the three months ended June 30, 2020[32] - The company terminated a memorandum of understanding regarding a potential acquisition of at least 70% equity in Changzhou Shuguang Medical Beauty Hospital, with a refundable deposit of HKD 1,000,000 returned to the buyer[36] - The company’s registered office in the Cayman Islands has been relocated to Second Floor, Century Yard, Cricket Square, P.O. Box 902, Grand Cayman, KY1-1103, Cayman Islands, effective April 1, 2020[37] - The company has no knowledge of any other individuals holding equity in the company’s shares or related shares as of June 30, 2020, apart from those disclosed[52] - No stock options were granted, exercised, canceled, or lapsed under the stock option plan for the six months ended June 30, 2020[55] - The company did not purchase, sell, or redeem any of its listed securities for the three months ended June 30, 2020[56] - As of June 30, 2020, the directors or their associates did not own any business that directly or indirectly competes with the group[57]

Company Overview - Good Fellow Healthcare Holdings Limited is incorporated in the Cayman Islands and listed on the GEM of the Hong Kong Stock Exchange[1]. - The company has a registered office in the Cayman Islands and a principal place of business in Hong Kong[23]. - The report is prepared in compliance with the GEM Listing Rules[2]. Financial Performance - The Group's revenue for the year ended 31 March 2020 was approximately HK$144.591 million, representing a decrease of approximately 55.77% compared to HK$326.926 million in 2019[29]. - Gross profit for the year was approximately HK$60.997 million, a decrease of approximately 57.29% from HK$142.803 million in 2019[35]. - The operating loss from operations was approximately HK$48.579 million, compared to an operating loss of approximately HK$44.529 million in 2019[35]. - Net loss attributable to owners of the Company was approximately HK$49.504 million, slightly improved from a net loss of approximately HK$50.356 million in 2019[35]. - The loss for the year was mainly due to an impairment loss on goodwill[29]. - The Group recorded a net loss from operations before taxation of approximately HK$55.716 million, an increase from HK$46.065 million in 2019, primarily due to an impairment loss on goodwill of approximately HK$13.985 million[50]. - Other revenue, including finance lease interest income and bank interest income, amounted to approximately HK$2.582 million, an increase from approximately HK$0.746 million in 2019[42][45]. - Selling and distribution expenses decreased by approximately 52.60% to HK$31.764 million from HK$67.016 million in 2019, attributed to the disposal of Zhuhai Jiulong Hospital and Edward Hospital[43][46]. - Administrative expenses for the year ended 31 March 2020 were approximately HK$67.667 million, a decrease of approximately 20.40% from HK$85.005 million in 2019[44]. - Finance costs increased by approximately 364.65% to HK$7.137 million from HK$1.536 million in 2019, due to increased interest expenses on lease liabilities[44]. - As of March 31, 2020, the Group had total cash and cash equivalents of approximately HK$55.441 million, a decrease from approximately HK$126.830 million in 2019[56]. - The Group recorded total current assets of approximately HK$80.554 million and total current liabilities of approximately HK$40.950 million, resulting in a current ratio of approximately 1.967 as of March 31, 2020, down from 2.748 in 2019[57]. - For the year ended March 31, 2020, staff costs amounted to approximately HK$68.813 million, a decrease of 22.8% from HK$89.121 million in 2019[81][82]. Operational Overview - The Group operates three general hospitals in Jiaxing, Zhuhai, and Beijing, down from four hospitals in 2019[29]. - The Group continued to focus on providing general hospital services in the People's Republic of China[29]. - The Group's operational strategy remains focused on the healthcare sector in the PRC despite the significant revenue decline[29]. - The financial year 2019/2020 was described as critical and full of challenges for the Group[29]. - The management anticipates more diversified hospital services to be available in the next few years to meet various public needs[38]. - The Group plans to continue allocating resources to develop hospital services either from existing hospitals or through collaboration with strategic partners[38]. Corporate Governance - The Company has adopted the Corporate Governance Code effective from April 1, 2012, to enhance corporate value and accountability[145]. - The Board is collectively responsible for promoting the success of the Company and its business by directing and supervising its affairs[149]. - The Company emphasizes the importance of corporate governance as a key element in creating shareholder value[147]. - The Company has established a nomination committee chaired by the chairman of the Board to comply with governance standards[146]. - The Board consists of three executive Directors, one non-executive Director, and three independent non-executive Directors, with eight full Board meetings held during the year ended March 31, 2020[159]. - The Company has arranged appropriate directors' liability insurance to indemnify directors for liabilities arising from corporate activities, with regular reviews of coverage and sum insured[156]. - The Company provides comprehensive induction and ongoing training for Directors to ensure they understand their responsibilities and the Group's operations[170]. - The Company will review the effectiveness of its corporate governance structure periodically[171]. Management and Board Composition - The company has a diverse board with expertise in finance, management, and academia, enhancing its strategic decision-making capabilities[129]. - The management team includes professionals with international experience, which may facilitate market expansion and global partnerships[125]. - The company is focused on leveraging its executive team's extensive backgrounds to drive growth and innovation in its operations[124]. - The roles of chairman and chief executive are separated, with Mr. Ng Chi Lung serving as chairman and Dr. Jiang Tao as chief executive officer[178]. - Independent non-executive Directors have confirmed their independence in accordance with GEM Listing Rules[167]. Risks and Challenges - The restructuring of central ministries in China may slow down hospital operations and management procedures, posing potential risks to the execution of marketing plans[117]. - Regional governance of hospitals varies by city, impacting operations and presenting challenges for standardization and consistency in hospital management[118]. - The company aims to comply with regional policies and core guidelines issued by the central government to ensure smooth operations[118]. Significant Events and Transactions - The company disposed of the entire issued share capital of Sino Brave Investments Limited for HK$1,000,000 on April 16, 2019, with completion on August 31, 2019[88][89]. - The disposal of Merry Sky Investments Limited was completed on 30 March 2020, ceasing its consolidation into the company's financial statements[99]. - The refurbishment of Edinburgh International Hospital was completed at a cost of RMB41,600,000 (approximately HK$45,427,000) and was substantially completed in December 2019[83][87]. - A supplemental agreement to the refurbishment was made on August 6, 2019, reducing the refurbishment cost to RMB27,049,600 (approximately HK$29,538,000)[86][90]. - Jiaxing Shuguang Medical Beauty Clinic signed a tenancy agreement for 33 rooms with an annual rent of RMB2,923,029.62, increasing by 5% every two years, for a term of 12 years and 11 months[96]. - Edinburgh International Hospital entered into a tenancy agreement for a term of 60 months with a monthly rent of RMB224,771.36, with a rent-free period of 60 months[101]. Future Outlook - The management is optimistic about the healthcare industry's prospects in China, driven by increasing needs for quality medical services and advanced technologies[53]. - Chronic disease treatment and management have become a priority due to market size and government focus, with preliminary results confirming the potential for further development in this area[53]. - The potential cooperation in Hainan aims to promote the development of super hospitals and pilot zones[108]. - The company is focused on introducing unique diabetes diagnosis and treatment technology from the University of Edinburgh to enhance healthcare services in China[108].

Financial Performance - For the nine months ended December 31, 2019, the group recorded total revenue of approximately HKD 135,970,000, a decrease of about 48.54% compared to HKD 264,242,000 for the same period in 2018[4] - For the nine months ended December 31, 2019, the loss attributable to owners of the company was approximately HKD 6,556,000, compared to a loss of HKD 22,392,000 for the same period in 2018[4] - For the three months ended December 31, 2019, the loss attributable to owners of the company was approximately HKD 5,651,000, compared to a profit of HKD 146,000 for the same period in 2018[4] - The gross profit for the nine months ended December 31, 2019, was HKD 100,078,000, down from HKD 186,362,000 for the same period in 2018[6] - The total comprehensive loss for the three months ended December 31, 2019, was HKD 2,164,000, compared to a loss of HKD 893,000 for the same period in 2018[8] - The basic loss per share attributable to owners of the company for the nine months ended December 31, 2019, was HKD 0.225, compared to HKD 0.768 for the same period in 2018[10] - The company reported a gross margin of approximately 17.9% for the nine months ended December 31, 2019, down from 70.5% for the same period in 2018[6] - The company recorded other income and gains of HKD 4,367,000 for the nine months ended December 31, 2019, compared to HKD 325,000 for the same period in 2018[6] - Total revenue for the nine months ended December 31, 2019, was approximately HKD 135,970,000, a decrease of about 48.54% compared to HKD 264,242,000 in the same period of 2018, primarily due to the sale of Zhuhai Kowloon Hospital and Edward Hospital[41] Dividends and Share Capital - The company did not recommend the distribution of dividends for the nine months ended December 31, 2019[4] - No dividends were recommended for the nine months ended December 31, 2019, consistent with the previous year[25] - The total issued share capital of the company as of December 31, 2019, was approximately HKD 29,168,000, divided into 2,818,249,944 ordinary shares and 98,500,000 non-voting convertible preference shares[16] - The company did not recommend the payment of dividends for the nine months ended December 31, 2019, consistent with the previous year[46] Expenses and Cost Management - Selling and distribution expenses for the nine months were approximately HKD 71,113,000, down 44.99% from HKD 129,262,000 in the previous year, also attributed to the aforementioned hospital sales[41] - Administrative expenses decreased by approximately 9.54% to HKD 54,963,000 from HKD 60,762,000 in the previous year, reflecting cost management efforts following the hospital sales[41] Growth and Future Prospects - The company anticipates significant growth opportunities in the healthcare sector, particularly in response to the increasing demand for quality healthcare services for chronic diseases among the aging population in China[44] - A new hospital in Putian, Fujian Province, is expected to commence operations in 2020, focusing on innovative treatment models for diabetes and advanced medical services in pediatrics and geriatrics[45] - The company has established extensive international collaborations to adopt new treatment methods for acute and chronic diseases, aiming to introduce more advanced and affordable service models[45] - The company’s financial performance reflects a significant growth trajectory in the healthcare sector, particularly in the provision of hospital services in China[19] Corporate Governance and Compliance - The unaudited financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, and the accounting policies adopted are consistent with those used in the previous financial year[20] - The company has adhered to the corporate governance code as stipulated in the GEM Listing Rules during the review period[88] - The board of directors has complied with the securities trading code of conduct throughout the review period[85] - The Audit Committee, formed on November 2, 2001, consists of three independent non-executive directors, ensuring adequate financial controls and compliance with GEM listing rules[93] - The Audit Committee reviewed the unaudited consolidated results for the reporting period, confirming compliance with applicable accounting standards and sufficient disclosure[93] Shareholder Information - As of December 31, 2019, the company’s director Wu Zhilong holds a personal interest of 59,000,000 shares, representing approximately 2.09% of the total shares issued[64] - The company’s director Wu Zhilong also holds a corporate interest of 1,680,459,460 shares, representing approximately 59.63% of the total shares issued[64] - Major shareholder Starry Global Limited holds 1,680,459,460 shares, representing approximately 59.63% of the total issued shares[74] - Zheng Huixian, as a spouse, has rights to 1,739,459,460 shares, accounting for about 61.72% of the total issued shares[74] - New Hope International (Hong Kong) Limited owns 343,217,539 shares, which is approximately 12.18% of the total issued shares[74] Lease and Investment Activities - A renovation agreement for Edinburgh International Hospital was signed with a cost of approximately HKD 46,592,000, indicating ongoing investment in facility improvements[48] - A lease agreement for the operation of Edinburgh International Hospital was signed on July 31, 2019, with a monthly rent of RMB 224,771.36 (approximately HKD 251,744) for a term of 60 months, with a rent-free period of 60 months[55] - The lease for the Jiaxing Shuguang Medical Beauty Clinic was established for a term of 12 years and 11 months, with the first two years' annual rent set at RMB 2,923,029.62 (approximately HKD 3,273,793), increasing by 5% every two years[52] - The lease for the Jiaxing Shuguang Medical Beauty Clinic includes a rent-free period of 6 months starting from August 1, 2019, to January 31, 2020[52] Other Information - The company has not made any tax provisions for Hong Kong profits tax during the reporting period, as there were no taxable profits from its Hong Kong operations[24] - The company has not conducted any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the review period[53] - The company has not reported any significant events after the reporting period[61] - No stock options were granted, exercised, canceled, or expired during the nine months ending December 31, 2019[80] - The company did not purchase, sell, or redeem any of its listed securities during the review period[81] - The company has not entered into any arrangements that would allow directors or senior management to benefit from purchasing shares or debt securities of the company[79] - No other individuals, apart from those disclosed, were known to have any interests in the company's shares or related shares as of December 31, 2019[77]