中国卫生集团(00673) - 2024 - 年度业绩

Financial Performance This section presents the Group's financial performance, including consolidated statements, detailed notes, segment results, significant litigation, and share capital changes Consolidated Statement of Profit or Loss The Group's revenue decreased by 21.6% to HK$59,930 thousands, with net loss widening to HK$42,500 thousands for the year ended March 31, 2024 Consolidated Statement of Profit or Loss Summary | Metric | For the Year Ended March 31, 2024 (HK$ thousands) | For the Year Ended March 31, 2023 (HK$ thousands) | | :--- | :--- | :--- | | Revenue | 59,930 | 76,414 | | Gross Profit | 13,638 | 27,192 | | Loss Before Tax | (42,294) | (39,383) | | Loss for the Year | (42,497) | (39,560) | | Loss Attributable to Owners of the Company | (40,187) | (42,046) | | Basic and Diluted Loss Per Share (HK cents) | (8.45) | (9.86) | Consolidated Statement of Financial Position As of March 31, 2024, total assets were HK$192,316 thousands, total liabilities HK$132,563 thousands, and net assets HK$59,753 thousands, a 36.4% decrease Consolidated Statement of Financial Position Summary | Metric | As of March 31, 2024 (HK$ thousands) | As of March 31, 2023 (HK$ thousands) | | :--- | :--- | :--- | | Non-current Assets | 63,333 | 79,050 | | Current Assets | 128,983 | 142,135 | | Total Assets | 192,316 | 221,185 | | Current Liabilities | 112,107 | 127,235 | | Non-current Liabilities | 20,456 | - | | Total Liabilities | 132,563 | 127,235 | | Net Assets | 59,753 | 93,950 | | Equity Attributable to Owners of the Company | 52,037 | 86,332 | Notes to the Financial Statements This section provides detailed notes to the financial statements, covering accounting policies, segment information, revenue and expense details, significant litigation, and share capital changes Operating Segment Information The Group operates four segments, with medical device distribution as the main revenue source, while hospital operations, commercial services, and functional food segments incurred operating losses FY2024 Segment Performance (HK$ thousands) | Operating Segment | Revenue (HK$ thousands) | Segment Results (HK$ thousands) | | :--- | :--- | :--- | | Medical Device and Consumables Distribution and Services | 45,849 | 382 | | Hospital Operation and Management Services | 14,081 | (20,167) | | Commercial Services | – | (10,571) | | Functional Food R&D and Sales | – | (13,108) | - The Group's business units are categorized into four reportable operating segments based on products and services: medical device and consumables distribution and services, hospital operation and management services, commercial services, and functional food R&D and sales[190] Significant Litigation The Group is involved in a lawsuit with Capital Foresight Limited regarding a US$4 million loan note, with the court dismissing the claim, but an appeal is scheduled for August 2024 - The court dismissed Capital Foresight's claim against the Company regarding the US$4 million loan note on December 20, 2023[210] - Capital Foresight has appealed the judgment to the Court of Appeal, with the hearing scheduled for August 27, 2024[59] - Based on the court's judgment and legal advice, the Company believes it has no obligation to repay the US$4 million loan note, which has been recognized in profit or loss[88] Changes in Share Capital During the year, the Group underwent a share capital reorganization, reducing the par value of issued shares from HK$1.00 to HK$0.10 to offset accumulated losses - The Company completed a share capital reorganization on September 20, 2023, including capital reduction, share split, and share premium reduction, to offset accumulated losses[92][121] Management Discussion and Analysis This section provides a comprehensive review of the Group's financial performance, business operations, significant transactions, liquidity, and future strategic outlook Performance Review This fiscal year, the Group's total revenue decreased by 21.6% to HK$59,900 thousands, gross profit fell by 50%, while loss attributable to shareholders narrowed to HK$40,200 thousands Performance Summary | Metric | For the Year Ended March 31, 2024 (HK$ thousands) | For the Year Ended March 31, 2023 (HK$ thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 59,900 | 76,400 | -21.6% | | Gross Profit | 13,600 | 27,200 | -50.0% | | Loss Attributable to Shareholders | (40,200) | (42,000) | -4.3% | - The Directors do not recommend the payment of any final dividend to shareholders[116] Review of Business Operations All Group businesses faced challenges this year, with medical device distribution revenue down 15.5%, hospital operations incurring losses, and new acquisitions failing to generate revenue - Revenue from medical device and consumables distribution and services was approximately HK$45,800 thousands, a 15.5% year-on-year decrease, with operating profit falling from HK$5,400 thousands to HK$400 thousands[68] - Revenue from hospital operation and management services was approximately HK$14,100 thousands, a 33.5% year-on-year decrease, incurring an operating loss of approximately HK$6,400 thousands[96] - Commercial factoring business generated no revenue this year (HK$1,000 thousands last year), with operating loss widening to HK$10,600 thousands[72] - The pharmaceutical product distribution and marketing business (Golden Alliance) acquisition was terminated and disposed of after the fiscal year due to failure to meet profit guarantee[100] - The functional food R&D and sales business (Jinmei Development) acquisition was completed during the year but generated no revenue and incurred an operating loss of approximately HK$13,100 thousands[138] Significant Acquisitions and Disposals The Group completed two significant transactions: acquiring 51% of Golden Alliance Limited, later terminated due to unmet profit guarantees, and 100% of Jinmei Development Limited - The Group completed the acquisition of 51% equity in Golden Alliance Limited in June 2023, but terminated and disposed of it in April 2024 due to failure to meet the RMB12 million profit guarantee[79][80][139] - The Group completed the acquisition of 100% equity in Jinmei Development Limited in November 2023 for HK$146,000 thousands paid by promissory notes, with profit guarantees for FY2024 and FY2025[81][120] Liquidity and Capital Resources The Group's liquidity tightened, with cash and cash equivalents significantly reduced to HK$4,000 thousands, while the gearing ratio decreased to 0.11 despite a slight improvement in the current ratio Liquidity Ratios | Metric | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Cash and Cash Equivalents | Approx. HK$4,000 thousands | Approx. HK$11,500 thousands | | Net Current Assets | Approx. HK$16,900 thousands | Approx. HK$14,900 thousands | | Current Ratio | 1.15 | 1.12 | | Gearing Ratio | 0.11 | 0.43 | - There were no fundraising activities this year, and the net proceeds of approximately HK$38,800 thousands from previous convertible bond placements have been fully utilized as planned[40][38][39] Future Outlook Despite macroeconomic challenges, management expects business recovery and growth, focusing on building a national healthcare distribution platform by integrating channels and diversifying product offerings - The strategic core is to build a nationwide healthcare distribution platform[76] - Strategies include expanding and integrating online and offline channel resources, and enriching product lines such as pharmaceuticals, health products, care products, and functional foods[76] - Management believes that despite China's economic recovery being below expectations, the healthcare industry holds significant potential for the Group's development[75] Corporate Governance This section details the Group's corporate governance practices, including compliance with the code and the Audit Committee's review of annual results Corporate Governance Practices The Group maintains high corporate governance standards, largely complying with the Listing Rules' Corporate Governance Code, with one deviation regarding directors' liability insurance - The Board believes the Company complied with applicable code provisions for the year ended March 31, 2024, with one deviation[22] - Per Code Provision C.1.8, the Company should arrange appropriate insurance for Directors, but it could not find an insurer to provide such coverage, constituting a deviation[22] Review of Annual Results The Group's Audit Committee reviewed the audited annual results for the year ended March 31, 2024, discussing audit, internal controls, and financial reporting matters - The Audit Committee, comprising three independent non-executive Directors, has reviewed the audited annual results for the year[24] - The Company's independent auditor, Kaiyuan Xinde Certified Public Accountants Limited, confirmed that the figures in the results announcement align with the Group's consolidated financial statements[26]