中国卫生集团(00673) - 2025 - 年度业绩

Financial Performance and Summary This section presents the company's financial performance, including key statements and the auditor's report, highlighting significant financial deterioration and going concern issues Financial Statements The company's financial position significantly deteriorated for the year ended March 31, 2025, marked by a 35.1% revenue decline to HKD 38.94 million, widened loss, and a shift to net current liabilities Summary Consolidated Statement of Profit or Loss (HKD '000) | Metric | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 38,943 | 59,930 | -35.1% | | Gross Profit | 9,235 | 13,638 | -32.3% | | Operating Loss | (67,126) | (41,967) | +59.9% | | Loss for the Year | (67,821) | (42,497) | +59.6% | | Loss Attributable to Owners of the Company | (67,790) | (40,187) | +68.7% | | Basic Loss Per Share (HK cents) | (13.91) | (8.45) | +64.6% | Summary Consolidated Statement of Financial Position (HKD '000) | Metric | March 31, 2025 | March 31, 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 32,728 | 63,333 | -48.3% | | Current Assets | 114,620 | 128,983 | -11.1% | | Current Liabilities | 131,965 | 112,107 | +17.7% | | Net Current (Liabilities)/Assets | (17,345) | 16,876 | N/A | | Net Assets | 95 | 59,753 | -99.8% | | Cash and Cash Equivalents | 1,048 | 4,013 | -73.9% | Independent Auditor's Report and Management's Response The auditor issued a 'disclaimer of opinion' on the consolidated financial statements for the year ended March 31, 2025, due to significant uncertainties regarding the Group's going concern ability, including substantial losses and net current liabilities, while management is actively pursuing fundraising plans to address liquidity issues - The auditor issued a disclaimer of opinion on the financial statements due to insufficient appropriate audit evidence regarding the appropriateness of the going concern assumption[67][70] - The basis for the disclaimer includes multiple material uncertainties: an annual loss of approximately HKD 67.82 million, net current liabilities of approximately HKD 17.35 million, significant short-term debt, and cash and cash equivalents of only approximately HKD 1.05 million[68] - To address liquidity pressure, management plans to raise approximately HKD 70 million through a subscription agreement and approximately HKD 15 million through a rights issue, while negotiating loan renewals and seeking new funds[71][70] Management Discussion and Analysis This section provides management's perspective on the company's operational performance, financial condition, significant transactions, and future strategies for the reporting period Overall Performance and Business Review The Group's total revenue declined 35% to HKD 38.9 million, primarily due to reduced medical device distribution income, while loss attributable to owners widened to HKD 67.8 million, mainly due to a HKD 31.2 million litigation provision from an unfavorable appeal judgment - Annual revenue decreased by 35% to HKD 38.9 million, primarily due to reduced income from medical devices and consumables distribution and services[73] - Loss attributable to owners widened to HKD 67.8 million, mainly due to a USD 4 million (approximately HKD 31.2 million) litigation expense provision resulting from an unfavorable appeal judgment[74] Summary of Segment Performance (HKD '000) | Business Segment | 2025 Revenue | 2024 Revenue | 2025 (Loss)/Profit | 2024 (Loss)/Profit | | :--- | :--- | :--- | :--- | :--- | | Medical Devices and Consumables Distribution | 27,700 | 45,800 | (400) | 400 | | Hospital Operations and Management | 11,200 | 14,100 | (14,200) | (20,200) | | Commercial Services | 0 | 0 | (14,700) | (10,600) | | Functional Food R&D and Sales | 0 | 0 | 1,000 | (13,100) | Material Acquisitions and Disposals The Group terminated its Bochuang Fund investment, sold Golden Alliance Limited due to unmet profit guarantees, settled the Jinmei Group acquisition dispute, and terminated the Putian Fuxin Molecular Diagnostics acquisition - Disposal of Golden Alliance: The Group exercised its exit clause and completed the disposal of its 51% equity interest on April 23, 2024, due to the target company's 2024 fiscal year loss and failure to meet profit guarantees, leading to the cancellation of the promissory note[94][92] - Disposal of Jinmei Group: A legal dispute triggered a cross-default clause, leading to a settlement on July 3, 2025, where the Group will transfer its entire equity interest in Jinmei for a nominal consideration of HKD 1 and issue a HKD 12 million settlement note to the vendor[83][86][64] - Termination of Putian Fuxin Acquisition: The agreement to acquire 100% equity interest in Putian Fuxin Molecular Diagnostics was terminated as the conditions precedent were not fulfilled by the long stop date of June 30, 2025[99][97] - Termination of Bochuang Fund Investment: On October 18, 2024, the Group entered into a termination agreement with Beijing Qihui, eliminating the need to pay the remaining RMB 15 million capital contribution and receiving a refund of the RMB 15 million advance payment[89][88] Liquidity, Capital Resources and Fundraising Activities The Group faces a severe liquidity crisis with only HKD 1 million in cash and HKD 17.3 million in net current liabilities as of March 31, 2025, prompting a large-scale fundraising plan to raise approximately HKD 84.7 million through new share subscriptions and a rights issue for debt repayment and working capital Liquidity Indicators | Metric | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 1,000,000 | 4,000,000 | | Net Current (Liabilities)/Assets | (17,300,000) | 16,900,000 | | Current Ratio | 0.88 | 1.15 | - The company plans to raise a total of approximately HKD 84.7 million through subscription agreements and a rights issue, with net proceeds of approximately HKD 80.9 million[105] - The net proceeds are intended to be used as follows: approximately HKD 65.3 million for repayment of payables, HKD 12 million for repayment of the settlement note, and approximately HKD 3.6 million for working capital[105] Future Outlook Management acknowledges unprecedented challenges, including business decline and litigation, raising going concern doubts, but the board has taken decisive measures to stabilize finances through strategic investors and a rights issue, aiming to refocus on core businesses and pursue new opportunities for future growth - Management acknowledges unprecedented challenges, including declining business performance, difficulties in accounts receivable recovery, and unfavorable litigation outcomes, raising concerns about the going concern status[85] - To address these challenges, the company has entered into subscription agreements with strategic investors and proposed a rights issue to improve its financial position and support long-term growth[85] - Moving forward, with the support of new shareholders and capital, the Group plans to strengthen its core businesses and actively explore strategic collaborations, industry consolidation, and new business opportunities to create shareholder value[87] Key Notes to Financial Statements This section provides detailed explanations and disclosures for critical items within the financial statements, including going concern assumptions, material litigation, and equity changes Going Concern Note 2 highlights significant uncertainty regarding the Group's going concern ability, with an annual loss of HKD 67.82 million, net current liabilities of HKD 17.35 million, and substantial short-term debts against limited cash, making the success of management's mitigating actions uncertain - As of March 31, 2025, the Group recorded an annual loss of approximately HKD 67.82 million, net current liabilities of approximately HKD 17.35 million, and cash and cash equivalents of only HKD 1.05 million, indicating material uncertainties that may cast significant doubt on its going concern ability[9] - To address liquidity pressure, the Board is implementing several measures, including: (i) a subscription agreement to raise approximately HKD 70 million; (ii) a rights issue to raise approximately HKD 15 million; (iii) negotiating renewals with lenders; and (iv) seeking new funding[10] - The Group's ability to continue as a going concern depends on the successful implementation of these fundraising plans; if not, significant adjustments to the financial statements, such as asset write-downs and liability reclassifications, may be required and are not reflected in the current statements[11] Material Litigation and Contingencies During the period, the Group faced a significant lawsuit where an appeal court ruled against it for a USD 4 million loan note, leading to a HKD 31.2 million provision, while contingent consideration arrangements for acquisitions like Golden Alliance and Jinmei were complex due to unmet profit guarantees, resulting in disposals and settlements - Regarding the USD 4 million loan note dispute with Li Hong/Capital Foresight, the appeal court ruled against the company on October 18, 2024, requiring payment of USD 4 million, leading to a HKD 31.2 million provision for other payables recognized in profit or loss this year[51][49] - The Group exercised its exit clause and terminated the acquisition agreement on April 23, 2024, as the Golden Alliance Group failed to achieve its profit guarantee[58][57] - Following the acquisition of Jinmei Group, the aforementioned USD 4 million adverse judgment triggered a cross-default clause, leading to a dispute with the vendor, which was settled by the Group selling Jinmei and issuing a HKD 12 million settlement note, resulting in a HKD 5.17 million fair value change in contingent consideration recognized this year[61][83] Share Capital Changes and Subsequent Events During the period, the company's share capital changed due to the issuance of 7.2 million consideration shares for Beijing Youkang's profit guarantee and a 12.65 million share placing, with the most significant post-reporting event being the July 3, 2025, settlement deed for the Jinmei Group disposal, involving a nominal HKD 1 transfer and a HKD 12 million settlement note - During the reporting period, the company's issued ordinary shares increased from 479 million to 492 million, primarily due to the issuance of consideration shares and placing of new shares[62] - Subsequent event: On July 3, 2025, the company entered into a settlement deed for the disposal of Jinmei Group, transferring its entire equity interest for a nominal consideration of HKD 1 and issuing a HKD 12 million settlement note[64] Corporate Governance and Other Information This section covers the company's corporate governance practices, compliance with listing rules, and other relevant information, including dividend policy and trading status Corporate Information and Compliance The company did not declare a final dividend for the year and generally complied with the Corporate Governance Code, though it noted a deviation regarding directors' liability insurance, which was rectified in June 2025, with the audit committee reviewing the annual results - The Directors do not recommend the payment of any final dividend (2024: nil)[72] - The company deviated from Corporate Governance Code Provision C.1.8 during the year by failing to procure liability insurance for Directors, but this was rectified in June 2025[114] - The Audit Committee has reviewed the audited annual results with management[116] Resumption of Trading The company's shares were suspended from trading on July 2, 2025, pending the release of the annual results announcement, and an application for resumption of trading has been made for July 7, 2025 - The company's shares were suspended from trading effective July 2, 2025, and an application for resumption of trading has been made for July 7, 2025[118]