Financial Performance - Revenue increased by approximately 4.18% from HK$14,580,000 in the previous financial year to HK$15,189,000 in the financial year[9]. - Loss attributable to the owners of the Company decreased to HK$204,939,000, a reduction of HK$6,178,000 from the previous year's loss of HK$211,117,000[9]. - The Group's revenue for the Financial Year was approximately HK$15,189,000, representing an increase of approximately 4.18% compared to HK$14,580,000 in the Previous Financial Year[19]. - Loss attributable to the owners of the Company decreased to HK$204,939,000, a reduction of HK$6,178,000 from the previous loss of HK$211,117,000[19]. - The increase in loss was partly offset by the rise in effective interest expense on convertible bonds[19]. Product Development and Clinical Trials - The timetable to commercialize the oral insulin product has been adjusted to mid-2023 due to disruptions caused by COVID-19[13]. - The Group has enrolled over 200 patients in the Clinical Trial, which commenced in July 2020[22]. - The Product is expected to be launched in the market by mid-2023, with significant demand anticipated due to the growing diabetic population in the PRC[24]. - The Product is expected to be the first oral insulin drug available in the market, providing a superior treatment method for diabetes patients[24]. - The Group plans to generate stable revenue and profit post-launch of the Product, supported by a five-year protection period under current regulations in the PRC[24]. - Clinical trials for a new product commenced in July 2020, with revenue generation timelines adjusted to late 2022 and mid-2023 due to the pandemic[48]. - The Group plans to work closely with a CRO to ensure the product can be commercialized by mid-2023[48]. - The Group has invited 23 hospitals to participate in the Clinical Trial, with 19 hospitals accepting the invitation[24]. Financial Management and Debt - The Company issued convertible bonds with a principal amount of HK$715,000,000 at an interest rate of 3.5% per annum, with a conversion period of 7 years starting from July 28, 2014[28]. - An amendment deed was signed on July 26, 2019, allowing for the deferral of interest payments, with an additional interest payment of HK$11,261,250 due on July 28, 2021[29]. - A second amendment deed was executed on May 12, 2021, extending the maturity date of the convertible bonds from July 28, 2021, to July 28, 2023[34]. - The interest payment schedule was revised, maintaining a 3.5% per annum interest rate on the principal amount of the convertible bonds[38]. - An additional interest payment of HK$3,753,750 is scheduled for July 28, 2023, representing 15% per annum on the annual interest payment under the convertible bond[38]. - The Company issued additional interest of HK$25,900,875 to the Bondholder, representing 15% per annum on the aggregate interest amount[40]. - The total interest amount due from 28 July 2019 to 2021 is HK$75,075,000, with an additional interest of HK$11,261,250 mentioned in the Amendment Deed[40]. - The Group had net current liabilities of approximately HK$771,873,000 as of 31 March 2021[57]. - The Company obtained a confirmation from a former associate to defer repayment of approximately HK$41,947,000 for at least 12 months from 29 June 2021[57]. - The substantial shareholder provided written confirmation of sufficient financial support to meet obligations as they fall due and to continue as a going concern[57]. Governance and Compliance - The Company has complied with all code provisions in the Listing Rules during the financial year, except for certain deviations[72]. - Following the appointments effective from February 1, 2021, the company will have three independent non-executive directors, representing at least one-third of the Board, ensuring compliance with Listing Rules[82]. - The Audit Committee will consist of three members, which complies with the minimum requirement under Rule 3.21 of the Listing Rules[82]. - The Remuneration Committee will be chaired by an independent non-executive director and will comprise a majority of independent non-executive directors, meeting the requirements under Rule 3.25 of the Listing Rules[82]. - The Nomination Committee will be chaired by the chairman of the Board and will also comprise a majority of independent non-executive directors, complying with Code Provision A.5.1[82]. - The company has confirmed that all directors have fully complied with the Model Code for Securities Transactions throughout the financial year, with no incidents of non-compliance noted[83]. - The company is actively seeking a suitable candidate to fill the vacant chief executive officer position[73]. - The company has deviated from Code provision A.4.1 regarding the appointment of non-executive directors, but believes sufficient measures have been taken to serve the purpose of this provision[73]. - The company has two independent non-executive directors, which is below the minimum requirements under the Listing Rules following the resignation of Dr. Zhang Zhihong[76]. - The company considers that the absence of specified terms for non-executive directors does not hinder their commitment to representing the long-term interests of the company and its shareholders[73]. Risk Management - The Group will enhance its risk management policy to balance risk and return in the long term[47]. - The Group's risk management framework includes defined management structures and authority limits to safeguard assets and ensure compliance with regulations[157][158]. - The Group recognizes that operational risks cannot be completely eliminated and that managing these risks is a responsibility shared across all functions[178]. - The Group's internal audit function is performed by an outsourced team, which reports directly to the Audit Committee, ensuring independent oversight of internal audit findings[161][163]. - The Group's management team monitors the implementation of internal audit recommendations and reports outcomes to the Audit Committee[161][163]. Shareholder Communication - The Company encourages shareholders to submit enquiries in writing to the Company Secretary, ensuring effective communication with shareholders[165]. - Procedures are in place for shareholders to propose candidates for election as directors, requiring a written notice to be submitted to the Company[165][169]. - Shareholders holding at least 10% of the paid-up capital have the right to requisition a special general meeting, which must be held within two months of the request[162]. - The Company must provide at least 21 clear days' notice for annual general meetings and 10 clear days' notice for special general meetings where special resolutions are to be considered[162]. Board Composition and Director Information - The Board comprises nine directors, including three independent non-executive directors, demonstrating significant diversity in gender, age, professional experience, educational and cultural background, skills, knowledge, and length of service[139]. - Mr. Gao Yuan Xing has been an executive director since January 4, 2016, previously serving as chairman and executive director of North Mining Shares Company Limited[87]. - Mr. Tang Rong, appointed as an executive director on September 29, 2014, has extensive experience in genetics technology development and commercialization[87]. - Ms. Jiang Nian has served as a non-executive director and chairman since December 21, 2010, with a background in administrative management in the field of genomics[87]. - Ms. Xiao Yan, a non-executive director since May 22, 2012, has experience in medical services and general administration[90]. - Ms. Wu Yanmin has been a non-executive director since June 8, 2011, with a focus on investment management and general administration[91]. - Ms. Chen Weijun, an independent non-executive director since November 6, 2009, is the chairman of the audit committee and has over 30 years of experience in accounting and finance[92]. - Mr. Wang Rongliang, appointed as an independent non-executive director on June 8, 2011, has extensive experience in operation and administrative management[93]. - Mr. Chen Jinzhong, an independent non-executive director since February 1, 2021, has over 25 years of experience in genetics research and development[97]. - Mr. Poon Hon Yin has been the company secretary and financial controller since May 14, 2013, and is a qualified Certified Public Accountant[99]. - The company has appointed Mr. Chen Jinzhong as an independent non-executive director since February 1, 2021, bringing over 25 years of experience in the field of genetics and R&D[100]. - Mr. Pan Hanyan has served as the company secretary and CFO since May 14, 2013, and is a registered practicing accountant in Hong Kong[101]. - Dr. Mao Yumin has been the chief scientific adviser since September 1, 2010, focusing on genetic testing products and has extensive experience in genomic research[104]. Audit and Financial Reporting - The external auditor, Elite Partners CPA Limited, received HK$1,100,000 for audit services during the financial year, with no non-audit services provided[149]. - The Audit Committee held six meetings during the financial year to review the Group's consolidated financial statements[153]. - The Company confirms that the consolidated financial statements are prepared in accordance with statutory requirements and applicable accounting standards[146]. - The directors are not aware of any material uncertainties that may cast significant doubts on the Company's ability to continue as a going concern[146]. - The Audit Committee assists the Board by providing independent reviews of accounting policies, financial reporting, and internal control effectiveness[151]. - The Audit Committee is responsible for reviewing the appointment of external auditors annually to ensure their independence[156]. Corporate Structure and Ownership - The Company is incorporated in the Cayman Islands and operates primarily in Hong Kong, with its registered office located in Bermuda[173]. - The principal activities of the Company are investment holding, with subsidiary activities detailed in the financial statements[173]. - The Company reported an aggregate principal amount of HK$359,600,000 in convertible bonds, with Dr. Mao holding 363,200,000 ordinary shares directly[199]. - Best Champion Holdings Limited is owned 33.50% by United Gene Holdings Limited and 33.00% by Victory Trend Limited, indicating a balanced equity distribution[199]. - China United Gene Investment Holdings Limited is owned 60% by Best Champion Holdings Limited, reflecting a significant ownership structure[199].
领航医药生物科技(00399) - 2021 - 年度财报