智通财经APP获悉，香港联交所最新资料显示，8月7日，紫元元(08223)股东将股票由粤商国际证券转入 光大证券投资服务香港，转仓市值2915.67万港元，占比6.71%。 此前紫元元发布2024年度业绩，总收益5.52亿元(人民币，下同)，同比增长10.9%;公司拥有人应占亏损 5297万元，上年同期溢利1456.3万元;每股基本亏损12.34分。 ...

8月4日，截至港股收盘，恒生指数上涨0.92%，报24733.45点。紫元元（08223.HK）收报0.94港元/股， 上涨16.05%，成交量534.4万股，成交额435.84万港元，振幅33.33%。 最近一个月来，紫元元累计跌幅47.4%，今年来累计跌幅49.06%，跑输恒生指数22.17%的涨幅。 行业估值方面，医疗保健设备和服务行业市盈率（TTM）平均值为-0.98倍，行业中值1.38倍。紫元元市 盈率-6.09倍，行业排名第86位；其他京玖康疗（00648.HK）为0.38倍、巨星医疗控股（02393.HK）为 0.41倍、医汇集团（08161.HK）为2.35倍、瑞慈医疗（01526.HK）为5.3倍、环球医疗（02666.HK）为 5.47倍。 资料显示，紫元元控股集团有限公司,香港联合交易所上市企业(股票代码:08223.HK),总部坐落于中国深 圳,分别在北京、杭州、武汉、河南、成都、广州、香港等地设有办事处。 财务数据显示，截至2024年12月31日，紫元元实现营业总收入5.52亿元，同比增长10.91%；归母净利 润-5297万元，同比减少463.73%；毛利率15.67%，资产负债率 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 紫元元控股集團有限公司 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08223 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,000,000,000 | HKD | | 0.1 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 1,000,000,000 | HKD | | 0.1 | HKD | | 100,000,000 | 本月底法定/註冊股 ...

资料显示，紫元元控股集团有限公司,香港联合交易所上市企业(股票代码:08223.HK),总部坐落于中国深 圳,分别在北京、杭州、武汉、河南、成都、广州、香港等地设有办事处。 6月16日，截至港股收盘，恒生指数上涨0.7%，报24060.99点。紫元元（08223.HK）收报1.7港元/股， 上涨14.09%，成交量179.8万股，成交额295.3万港元，振幅18.12%。 最近一个月来，紫元元累计跌幅5.7%，今年来累计跌幅6.29%，跑输恒生指数19.11%的涨幅。 财务数据显示，截至2024年12月31日，紫元元实现营业总收入5.52亿元，同比增长10.91%；归母净利 润-5297万元，同比减少463.73%；毛利率15.67%，资产负债率49.94%。 机构评级方面，目前暂无机构对该股做出投资评级建议。 行业估值方面，医疗保健设备和服务行业市盈率（TTM）平均值为-22.06倍，行业中值0.39倍。紫元元 市盈率-11.2倍，行业排名第74位；其他京玖康疗（00648.HK）为0.38倍、巨星医疗控股（02393.HK） 为0.4倍、永胜医疗（01612.HK）为4.39倍、环球医疗（02666.HK ...

Impairment and Financial Losses - The company recognized goodwill and intangible asset impairments of approximately RMB 9.9 million and RMB 8.5 million related to the acquisition of Dun Nan Group and Mei Kang Mao respectively[4]. - The estimated recoverable amount of Dun Nan's cash-generating unit was determined to be zero, resulting in a full impairment of RMB 9,885,000 in goodwill and RMB 8,500,000 in trademarks[8]. - Meikangmao's cash-generating unit has been written down to a recoverable amount of RMB 17,600,000, with a goodwill impairment loss of RMB 7,067,000 recognized[19]. - The impairment of finance lease receivables for the year ending December 31, 2024, is approximately RMB 35.6 million, accounting for about 5.9% of total assets[25]. Operational Challenges - The decision to cease operations of Dun Nan Group was made due to continuous operational losses since 2023, with a challenging macroeconomic environment leading to reduced consumer spending and increased competition[7]. - The overall economic environment in China remains challenging, impacting consumer spending and leading to ongoing losses for Meikangmao since its opening[17]. - The industry faces specific pressures, including reduced patient flow and increased competition, leading to cash flow difficulties for many clients[27]. - The macroeconomic environment in China is recovering slower than expected, impacting consumer confidence and increasing credit risk[28]. Future Projections and Strategies - Revenue and net loss forecasts for Dun Nan for the two months ending February 2025 are projected to be RMB 2,292,000 and RMB (3,920,000) respectively[11]. - The company plans to reallocate resources from Dun Nan Group to more sustainable and profitable business segments[7]. - The number of maternity centers is projected to increase by approximately 27% from 2021 to 2024, driven by China's three-child policy[15]. - The market for maternity services is highly competitive, with a compound annual growth rate of about 18% from 2016 to 2023, leading to an estimated 5,800 centers by 2024[17]. - The company believes that the healthcare industry will present growth opportunities post-pandemic, despite the challenges faced by Dun Nan Group[6]. Valuation and Financial Assessment - The company applied a 20.4% liquidity discount based on a study covering 779 private transactions from July 1980 to March 2024, reflecting the average discount rate for illiquid private equity[10]. - The weighted average cost of capital was calculated to be approximately 15%, based on comparable companies' average debt and equity ratios[12]. - The recoverable amount of cash-generating units is calculated based on the net present value of expected future cash flows over a 7-year period[23]. - The after-tax discount rate is approximately 15%, derived from the weighted average cost of capital based on comparable companies[23]. - The only applicable valuation multiple is the price-to-sales ratio, which is adopted as the basis for Meikangmao's equity value[22]. Operational Adjustments and Partnerships - The operational plan for Meikangmao was revised to include a partnership with an experienced operator, resulting in a fundamental change in the original business model[18]. - The company has actively engaged with two well-known maternity service providers to mitigate operational risks and costs[18]. Debt Recovery Efforts - The company has implemented a bad debt recovery policy, utilizing phone collections and legal actions as necessary[29]. - As of March 31, 2025, approximately 43% of overdue financing lease receivables cases have entered litigation or arbitration procedures[30]. - About 50% of these cases (by amount) have received court judgments in favor of the company, while the rest are still pending judgment[30]. - The company has successfully obtained court freezing orders on approximately 20.3% of the relevant financing lease receivables[30]. - The company has successfully recovered about 2.7% of the impairment amount of financing lease receivables as of March 31, 2025[30].

Impairment and Financial Losses - The company recognized goodwill and intangible asset impairments of approximately RMB 9.9 million and RMB 8.5 million related to the acquisition of Dun Nan Group and Mei Kang Mao respectively[4]. - The estimated recoverable amount of Dun Nan's cash-generating unit was determined to be zero, resulting in a full impairment of RMB 9,885,000 in goodwill and RMB 8,500,000 in trademarks[8]. - Meikangmao's cash-generating unit has been written down to a recoverable amount of RMB 17,600,000, with a goodwill impairment loss recognized at RMB 7,067,000[19]. - The impairment of finance lease receivables for the year ending December 31, 2024, is approximately RMB 35.6 million, accounting for about 5.9% of total assets[25]. Operational Challenges - The decision to cease operations of Dun Nan Group was made due to continuous operational losses since 2023, with a challenging macroeconomic environment leading to reduced consumer spending and increased competition[7]. - The market environment remains challenging, with external pressures and intense price competition affecting profitability since the opening of Meikangmao[17]. - New clinics and hospitals established before and after the pandemic are struggling to generate stable revenue, leading to increased defaults on lease payments[27]. - Macroeconomic headwinds in 2024, including weakened consumer confidence and tightened credit conditions, have raised overdue rates and credit risk expectations[28]. Financial Forecasts and Projections - Revenue and net loss forecasts for Dun Nan for the two months ending February 2025 are projected to be RMB 2,292,000 and RMB (3,920,000) respectively[11]. - The company anticipates that the economic benefits of the acquired business will significantly decline under the new operational structure[18]. - Meikangmao recorded a net loss and negative EBITDA for 2024, making it impossible to use P/E and EV multiples for fair value assessment[22]. Resource Allocation and Strategic Plans - The company plans to reallocate resources from Dun Nan Group to more sustainable and profitable business segments[7]. - The operational plan for Meikangmao was revised after the acquisition, leading to a partnership with a third-party operator to mitigate operational risks[18]. Valuation and Financial Assessment - The company applied a 20.4% liquidity discount based on a study covering 779 private transactions from 1980 to 2024, reflecting the average discount rate for illiquid private equity[10]. - The weighted average cost of capital was calculated to be approximately 15%, based on comparable companies' average debt and equity ratios[12]. - The valuation of Meikangmao relies on market approach methods, specifically using comparable listed companies for fair value assessment[21]. - The recoverable amount of cash-generating units is based on the net present value of expected future cash flows over a 7-year period, with a post-tax discount rate of approximately 15%[23]. - The estimated terminal growth rate for cash flows beyond 5 years is 2%, aligned with IMF's inflation forecast for China[23]. Debt Recovery Efforts - The company has implemented a bad debt recovery policy, utilizing phone collections and legal actions for unrecovered debts[29]. - Approximately 43% of overdue financing lease receivables cases have entered litigation or arbitration as of March 31, 2025[30]. - About 50% of these cases (by amount) have received court judgments in favor of the company, while the rest are pending judgment[30]. - The company has successfully obtained court freezing orders on approximately 20.3% of the relevant financing lease receivables[30]. - As of March 31, 2025, the company has successfully recovered about 2.7% of the impaired financing lease receivables[30]. Industry Trends - The acquisition of Dun Nan Group was completed in February 2021, following due diligence on its assets, liabilities, and operations[5]. - The acquisition of Meikangmao is expected to complete in April 2024, with goodwill impairment due to significant changes post-acquisition[15]. - The number of maternity centers is projected to increase by approximately 27% from 2021 to 2024, driven by China's three-child policy[15]. - The compound annual growth rate of maternity centers from 2016 to 2023 is about 18%, with an estimated 5,800 centers nationwide by 2024[17]. - The company believes that the healthcare industry will present growth opportunities post-pandemic, despite the challenges faced by Dun Nan Group[6].

Company Overview - Ziyuan Yuan Holdings Limited (stock code: 08223.HK) is listed on the Hong Kong Stock Exchange and is headquartered in Shenzhen, China. The company has established offices in various cities including Beijing, Hangzhou, Wuhan, Henan, Chengdu, Guangzhou, and Hong Kong [3]. Financial Performance - As of December 31, 2024, Ziyuan Yuan reported total revenue of 552 million yuan, representing a year-on-year growth of 10.91%. However, the net profit attributable to shareholders was a loss of 52.97 million yuan, a significant decrease of 463.73% compared to the previous year. The gross profit margin stood at 15.67%, and the debt-to-asset ratio was 49.94% [2]. Stock Performance - The stock price of Ziyuan Yuan closed at 1.41 HKD per share on May 21, with an increase of 9.3%. The trading volume was 1.764 million shares, with a total turnover of 2.3581 million HKD and a price fluctuation of 15.5%. However, over the past month, the stock has experienced a cumulative decline of 41.36%, and since the beginning of the year, it has dropped by 18.87%, underperforming the Hang Seng Index, which has risen by 18.05% [1][2]. Industry Valuation - Currently, there are no institutional investment ratings for Ziyuan Yuan. The average price-to-earnings (P/E) ratio for the healthcare equipment and services industry is -21.51 times, with a median of 0.31 times. Ziyuan Yuan's P/E ratio is -9.7 times, ranking 75th in the industry. Comparatively, other companies in the sector have P/E ratios such as Giant Medical Holdings (0.23), Jingjiu Health (0.38), Yongsheng Medical (3.87), Global Medical (4.63), and Ruici Medical (5.6) [2][3]. Business Model - Ziyuan Yuan provides comprehensive services to medical institutions, patients, and healthcare enterprises. The company has established brand influence in consumer healthcare sectors such as dental care, medical aesthetics, and maternity centers. It has developed a full industry chain layout that includes medical services, medical device R&D, production and sales, pharmaceutical smart supply chain, and SPD services. The company leverages digital and intelligent technology capabilities to enhance the overall synergy of the industry chain and has been recognized as a high-tech enterprise [3].

Business Operations - The Group is primarily engaged in providing medical equipment finance leasing services, maternal and child postpartum care industry services, and trading of medical equipment and consumables in the PRC[21]. - The healthcare industry is expected to become a new economic breakthrough post-epidemic, with significant potential for value addition, prompting the Group to focus on medical equipment finance leasing and trading[22]. - China's medical equipment industry has maintained a high growth rate, becoming the second largest market globally, supported by national policies and the 14th Five-Year Plan[23]. - The Group's revenue from finance leasing services was RMB 9.2 million during the year, serving approximately 5,000 SMEs across 30 provinces in China[37][41]. - The Group plans to increase investment in research and development to enhance competitiveness in technology and products[30][33]. - By 2027, equipment investment in healthcare is expected to increase by over 25% compared to 2023, as outlined in the "Action Plan for Promoting Large-Scale Equipment Renewal" issued by the State Council[27][29]. - The medical device industry in China is projected to experience significant growth, supported by national policies and increasing health awareness among citizens[25][28]. - The Group's focus on the medical equipment and consumables trading business aligns with national policies aimed at promoting the medical equipment industry[30][36]. - The "Pharmaceutical Industry High-Quality Development Action Plan (2023-2025)" aims to enhance the supply capacity of high-end medical equipment and key technologies[26][29]. Financial Performance - The Group's revenue increased by approximately RMB 54.3 million or approximately 10.9%, from approximately RMB 498.0 million for the prior year to approximately RMB 552.3 million for the current year[82]. - The cost of sales increased from approximately RMB 375.0 million for the prior year to approximately RMB 465.7 million for the current year, driven by higher costs of medical equipment and consumables sold[83]. - Revenue from medical equipment and consumables trading rose from approximately RMB 417.0 million in the prior year to approximately RMB 493.2 million in the current year[85]. - The Group recorded a loss attributable to owners of approximately RMB 53.0 million for the year, compared to a profit of approximately RMB 14.6 million in the prior year[96]. - As of December 31, 2024, bank balances and cash were approximately RMB 13.0 million, down from RMB 108.3 million in the prior year[97]. - The Group's total equity as of December 31, 2024, was approximately RMB 302.1 million, down from RMB 315.3 million in 2023[101]. - The gearing ratio increased to approximately 37.7% in 2024 from 29.6% in 2023, attributed to the expansion of the Group's trading of medical equipment and consumables business[104]. - The Group's finance lease receivables increased to approximately RMB 112.2 million in 2024 from RMB 72.1 million in 2023, which were pledged to secure bank borrowings[112]. Risk Management - The Group recognizes the importance of an effective risk management system to mitigate various risks associated with finance leasing services[39][42]. - The risk management department conducts thorough due diligence on each customer, including on-site interviews and document reviews, to assess their financial standing and repayment ability[43]. - The Group's receivables are 100% secured and guaranteed as of December 31, 2024, compared to 99.5% in 2023[51]. - The approval process for finance leasing transactions involves a multi-level review system to evaluate potential risks and issues associated with each transaction[43]. - Post-drawdown management includes routine inspections and ongoing monitoring of leased assets to identify potential defaults early[45]. - The Group's risk management committee plays a crucial role in evaluating significant business decisions and ensuring compliance with entry criteria for customers[43]. - The Company has established risk management policies and rules to mitigate potential risks associated with its operations[149]. Maternal and Child Postpartum Care - The maternal and child postpartum care industry services recorded a revenue of RMB 24.2 million during the Year, reflecting a decline attributed to adverse macroeconomic conditions and intense price competition among postpartum care centers[54][58]. - The Group acquired a 51% equity interest in Wuhan Desheng Meimei Health Management Co., Ltd. for RMB 3.4 million, which provides postpartum care services in the PRC[55][57]. - Desheng Meimei was guaranteed to achieve a net profit after tax of no less than RMB 1.8 million for the period ending December 31, 2022, and RMB 2.2 million for the year ending December 31, 2023[58][60]. - The actual profit after tax for Desheng Meimei from the completion date to December 31, 2022, was approximately RMB 0.9 million, resulting in a failure to meet the profit guarantee[59][61]. - The Group exercised its right to request the Vendor to repurchase the 51% equity interest in Desheng Meimei due to unmet profit guarantees, leading to a lawsuit against the Vendor[59][61]. - In December 2023, the Shenzhen Nanshan District People's Court ordered the Vendor to repurchase the equity interest in Desheng Meimei, which was settled for RMB 1.3 million in June 2024[59][61]. - The Group also acquired a 54% equity interest in Wuhan Jiaenbei Health Management Co., Ltd. for RMB 3.24 million, which also provides postpartum care services[63][66]. - Jiaenbei was guaranteed to achieve a net profit after tax of no less than RMB 1.0 million for each year from the completion date to December 31, 2023, and for the year ending December 31, 2024[64][66]. - The actual profit after tax for Jiaenbei for the year ended December 31, 2022, was approximately RMB 0.3 million, resulting in a failure to meet the profit guarantee for that year[65]. - The Group entered into a supplemental agreement with Jiaenbei's vendors to revise the profit guarantee for future periods[65]. - Jiaenbei's actual profit after tax for the year ended 31 December 2023 was approximately RMB 0.3 million, resulting in the failure to meet the profit guarantee[68]. - The Group decided not to exercise the option to repurchase the 54% equity interest in Jiaenbei nor to request compensation for the profit guarantee shortfall for the year ended 31 December 2023[68]. - Jiaenbei's profit guarantee was revised, requiring a net profit after tax of no less than RMB 1.0 million for each of the years ending 31 December 2024 and 31 December 2025[68]. - The actual profit after tax for Jiaenbei for the year ended 31 December 2024 was approximately RMB 1.0 million, thus meeting the profit guarantee[69]. - The Group recognized an impairment loss on goodwill of approximately RMB 9.9 million and on trademarks of approximately RMB 8.5 million due to continuous operating losses at Dunnan Group[70]. - The acquisition of Wuhan Meikangmao Health Management Co., Ltd. was completed in April 2024 for a consideration of RMB 40.0 million[74]. - The Meikangmao Postpartum Care Center has been operating at a loss since its opening, leading to an agreement to transfer its site to another postpartum care center for five years[76]. - The Group recognized a goodwill impairment loss of approximately RMB 7.1 million related to the acquisition of Meikangmao[79]. Corporate Governance - The Company adopted and complied with the Corporate Governance Code to ensure proper regulation of business activities and decision-making processes[156]. - The Board is responsible for promoting the success of the Company by providing effective leadership and ensuring transparency and accountability in operations[158]. - The Company has implemented corporate governance practices appropriate for the growth of its business, ensuring compliance with GEM Listing Rules[160]. - The Board reserves decisions for all major matters, including financial information and material transactions, to maintain oversight and accountability[158]. - The Company has independent non-executive directors with extensive experience in finance, accounting, and corporate governance to guide its strategic direction[144][146]. - The Company has a balanced Board composition with two executive Directors, one non-executive Director, and three independent non-executive Directors, ensuring independent judgment[171]. - The Company has arranged appropriate liability insurance coverage for all Directors, which is reviewed regularly by the Board[166]. - The Nomination Committee ensures the Board's composition maintains a balance of skills, experiences, and diversity[171]. - The Board meets at least four times a year to review financial statements, operating performance, and overall strategies, with additional meetings arranged as necessary[198]. - Continuous professional development is mandated for all directors to ensure their contributions remain informed and relevant[190]. - Newly appointed directors receive comprehensive induction training to understand the group's structure, operations, and regulatory obligations[191]. - The Board regularly reviews the delegated functions and responsibilities of management to ensure effective oversight[167]. - Directors are appointed for an initial term of three years, with provisions for re-election and rotation at annual general meetings[186][187]. - The company adheres to the corporate governance code, ensuring a balance of power and authority between the board and management despite the dual role of the Chairman and CEO[184].

Financial Performance - Total revenue for the year ended December 31, 2024, was RMB 552,267,000, an increase of 10.9% from RMB 497,955,000 in the previous year[3] - The company reported a net loss of RMB 52,176,000 for the year, compared to a profit of RMB 13,864,000 in the previous year[3] - Basic and diluted loss per share was RMB 12.34, compared to earnings of RMB 3.64 per share in the previous year[3] - The reported segment loss before tax for the year was RMB 52,918,000, with financing lease segment showing a loss of RMB 38,805,000[9] - The company reported a basic loss per share of RMB 0.123, compared to a profit per share of RMB 0.036 in the previous year[16] - The company reported a loss attributable to owners of approximately RMB 53.0 million this year, a reversal from a profit of RMB 14.6 million in the same period last year, driven by decreased leasing and service revenues and increased impairment losses[43] Revenue Sources - Revenue from medical device equipment and consumables trading increased to RMB 493,197,000, up 18.2% from RMB 416,998,000 in the previous year[3] - The total reported segment revenue for the year ended December 31, 2024, was RMB 552,267,000, with the trade business contributing RMB 493,197,000, representing approximately 89.3% of total revenue[9] - Revenue from maternal and infant services reached RMB 24.2 million in 2024, a decline attributed to cautious consumer spending and intense price competition among service providers[24] - The group generated revenue of RMB 9.2 million from financing lease services in 2024, reflecting a decrease due to reduced investment in response to adverse macroeconomic conditions[23] Assets and Liabilities - Non-current assets increased to RMB 162,839,000 from RMB 155,592,000 in the previous year, reflecting a growth of 4.0%[4] - Total liabilities decreased to RMB 301,422,000 from RMB 299,874,000, indicating a slight reduction in overall debt levels[5] - The total reported segment assets as of December 31, 2024, amounted to RMB 577,940,000, with financing lease segment assets at RMB 112,506,000[10] - The total reported segment liabilities were RMB 276,970,000, with the trade business segment liabilities at RMB 159,177,000[10] - Total bank borrowings increased to RMB 182.79 million in 2024 from RMB 132.80 million in 2023, with significant growth in secured loans[21] Cash Flow and Financial Position - The company's cash and cash equivalents decreased to RMB 12,958,000 from RMB 108,260,000, a decline of 88.0%[4] - As of December 31, 2024, the company's cash and bank balances were approximately RMB 13.0 million, down from RMB 108.3 million in 2023, with total equity at approximately RMB 302.1 million[44] - The company's debt-to-equity ratio increased to approximately 37.7% from 29.6% in 2023, attributed to the expansion of its medical equipment and consumables trading business[44] Employee and Operational Costs - The company incurred a total employee cost of RMB 26,700,000, down from RMB 41,562,000 in the previous year[14] - Employee costs decreased from RMB 38.7 million in the previous year to approximately RMB 24.9 million in the current year[38] - Other operating expenses decreased from approximately RMB 46.0 million in the previous year to about RMB 37.4 million this year, primarily due to reductions in promotional expenses from RMB 5.1 million to RMB 1.1 million and travel expenses from RMB 3.4 million to RMB 1.0 million[40] - Employee retirement benefits for the year were approximately RMB 3.2 million, compared to RMB 4.7 million in 2023[54] - The group had 125 employees as of December 31, 2024, down from 184 employees in 2023, with total employee costs for the year amounting to RMB 26.7 million, a decrease from RMB 41.6 million in 2023[54] Impairment and Losses - The impairment loss on receivables was RMB 43,789,000, with RMB 35,592,000 attributed to financing lease receivables[13] - The company recorded an additional impairment loss of approximately RMB 43.7 million this year, compared to RMB 6.0 million in 2023, due to an increase in customer overdue rates influenced by adverse macroeconomic conditions[39] - The group recognized goodwill impairment losses of RMB 9.9 million and RMB 8.5 million for 广州盛成敦南企业管理有限公司 and its subsidiaries, respectively, due to ongoing losses and business cessation[30] Strategic Plans and Future Outlook - The company plans to continue expanding its medical device trading and leasing services in China, focusing on enhancing service offerings and market reach[6] - The company plans to continue its market expansion and product development strategies to enhance future performance[9] - The group anticipates significant growth potential in the health industry post-pandemic, aligning with government policies promoting high-quality development in the medical device sector[32] - The company has no significant future plans for major investments or capital assets beyond what has been disclosed[52] Acquisitions and Investments - The group acquired 51% equity in Wuhan Deshengmeimei Health Management Co., Ltd. for RMB 3.4 million, with a profit guarantee of RMB 1.8 million for the first year, which was not met[25][26] - The group reached a settlement in June 2024, resulting in a loss of RMB 1.8 million from the buyback of Deshengmeimei's equity[26] - The group also acquired 54% equity in Wuhan Jiaenbei Health Management Co., Ltd. for RMB 3.24 million, with a profit guarantee of RMB 1.0 million for the first year[27] - The company acquired 100% equity of Wuhan Meikangmao Health Management Co., Ltd. for RMB 40.0 million, with the acquisition completed in April 2024[50] Corporate Governance and Compliance - The company has complied with the corporate governance code as per GEM listing rules, except for a minor deviation[58] - All independent non-executive directors have confirmed their independence in accordance with GEM listing rules[64] - The annual results announcement and annual report will be published on the Stock Exchange and the company's website[66] Dividends and Shareholder Matters - The company does not have a fixed dividend policy, and any proposed dividends are subject to board approval and shareholder consent[60] - The board does not recommend the payment of a final dividend for the year ending December 31, 2024, consistent with the previous year[61] - The company entered into a convertible bond placement agreement on February 14, 2025, agreeing to issue bonds with a total principal amount of up to HKD 100 million[59]

Company Overview - Ziyuanyuan Holdings Group Limited is incorporated in the Cayman Islands and listed on the GEM of the Hong Kong Stock Exchange[1]. - The company operates primarily in China and Hong Kong, with significant business locations in Shenzhen and Kowloon[8]. - The board of directors includes Mr. Zhang Junshen as Chairman and CEO, and Mr. Tian Zhiwei as an executive director[7]. - The company has a range of principal banks including Guangdong Huaxing Bank and Agricultural Bank of China, indicating strong financial partnerships[8]. - The company operates primarily in the PRC, with all revenue and major non-current assets attributable to this region[20]. Financial Performance - Total revenue for the six months ended June 30, 2024, was RMB 187,326,000, an increase of 6.7% compared to RMB 175,623,000 in 2023[10]. - Income from trading of medical equipment and consumables rose to RMB 160,410,000, up 8.4% from RMB 147,171,000 in the previous year[10]. - Profit before income tax for the period was RMB 8,424,000, compared to RMB 7,336,000 in 2023, reflecting a year-over-year increase of 14.9%[10]. - The company reported a profit and total comprehensive income for the period of RMB 6,183,000, up from RMB 5,764,000 in the same period last year, indicating a growth of 7.3%[10]. - Earnings per share for the period attributable to owners of the company was 1.41 RMB cents, a decrease from 1.53 RMB cents in 2023[10]. Assets and Liabilities - Net current assets increased to RMB 284,716,000 as of June 30, 2024, compared to RMB 199,640,000 at the end of 2023, representing a growth of 42.6%[11]. - Non-current assets totaled RMB 181,582,000 as of June 30, 2024, compared to RMB 155,592,000 at the end of 2023, marking an increase of 16.7%[11]. - The company’s total equity increased to RMB 361,472,000 as of June 30, 2024, up from RMB 315,289,000 at the end of 2023, reflecting a growth of 14.6%[12]. - The Group's trade receivables as of June 30, 2024, were RMB 186,789,000, down from RMB 206,411,000 as of December 31, 2023, indicating a decrease of approximately 9.49%[42]. - The total past due finance lease receivables amounted to RMB 6,049,000 as of June 30, 2024, down from RMB 14,144,000 as of December 31, 2023, indicating a significant improvement in collection[41]. Cash Flow and Financing - The company reported a net cash used in operating activities of RMB (111,337,000) for the first half of 2024, a significant decrease from RMB 21,481,000 generated in the same period of 2023[14]. - Cash and cash equivalents at June 30, 2024, totaled RMB 24,413,000, slightly up from RMB 24,275,000 at the same date in 2023[14]. - The company issued new shares, raising a total of RMB 40,000,000 during the period[13]. - As of June 30, 2024, total bank borrowings amounted to RMB 158,602,000, an increase of 96.5% from RMB 81,389,000 as of December 31, 2023[56]. - The Group's bank borrowings guaranteed by Mr. Zhang and Ms. Tang included RMB 7,100,000 and RMB 30,000,000, with the latter being newly guaranteed as of June 30, 2024[57]. Operational Highlights - The Group completed the acquisition of Wuhan Meikangmao Health Management Co., Ltd. in April 2024 for a consideration of RMB 40.0 million, enhancing its postpartum care service offerings in China[63]. - The Group is focusing on expanding its services in the maternal and child postpartum care industry, which includes health care, dietary nutrition, recovery, and intellectual development for newborns[73]. - Revenue from maternal and child postpartum care services was RMB 11.9 million, impacted by weak market sentiment and a declining birth rate in China[77]. - The Group provided finance leasing services to approximately 4,900 SMEs across 30 provinces in China as of June 30, 2024[72]. Corporate Governance - The company has a dedicated audit committee to oversee financial reporting and compliance[7]. - The Audit Committee has reviewed the unaudited condensed consolidated financial statements for the six months ended 30 June 2024, confirming compliance with applicable accounting standards and adequate disclosures[125]. - The Company maintains high standards of corporate governance, complying with the Corporate Governance Code except for a deviation from code provision C.2.1[117]. - The roles of chairman and chief executive officer are held by Mr. Zhang Junshen, which the Board believes does not impair the balance of power[118]. Shareholding Structure - Directors Mr. Zhang Junshen and Mr. Zhang Junwei each held 300,000,000 shares, representing approximately 69.77% of the shareholding[104]. - The ultimate controlling shareholders, Mr. Zhang Junshen and Mr. Zhang Junwei, are deemed to be interested in 69.77% of the issued share capital of the Company[105]. - The Company has confirmed that none of the Directors or controlling shareholders have interests in any competing business during the period[111]. Risks and Challenges - The company emphasizes the potential risks associated with investing in GEM-listed companies, highlighting market volatility[3]. - The Group anticipates that the healthcare industry will become a new economic breakthrough with significant value-added potential post-pandemic[79]. - The Group plans to continue increasing investment in various businesses to find opportunities despite the grim global economic situation in 2024[79].