Chairman's Report Chairman's Report The Chairman's report details the Group's significant operating pressures, including policy impacts and an adverse litigation judgment, and outlines strategic measures like new investments and business adjustments to navigate challenges and pursue future growth - The Group faced unprecedented operating pressures, with core business decline due to industry policy adjustments, underperforming new distribution ventures, extended accounts receivable cycles, and an adverse appeal judgment challenging its going concern ability5 - To address the difficulties, the Board implemented measures including signing share subscription agreements with strategic investors, launching a rights issue to optimize capital structure, strengthening accounts receivable management, and strategically adjusting business layouts5 - Looking ahead, the Group will focus on accelerating business transformation, deepening strategic partnerships, advancing digitalization for efficiency, and strengthening risk management to seize healthcare industry growth opportunities6 Management Discussion and Analysis Performance Review For the year ended March 31, 2025, the Group's total revenue decreased by 35% to HKD 38.9 million, with a significant increase in loss attributable to shareholders due to an adverse appeal judgment 2025 Fiscal Year Performance Overview (Unit: HKD million) | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 38.9 | 59.9 | -35% | | - Medical Device Distribution and Services | 27.7 | 45.8 | -40% | | - Hospital Operation and Management | 11.2 | 14.1 | -21% | | Gross Profit | 9.2 | 13.6 | -32% | | Loss Attributable to Shareholders | 67.8 | 40.2 | +69% | | Basic Loss Per Share | 13.91 HK cents | 8.45 HK cents | +65% | - The significant increase in this year's loss is primarily due to a provision of USD 4 million (approximately HKD 31.2 million) for litigation expenses arising from an adverse appeal judgment12 - The Group recognized goodwill impairment losses of approximately HKD 11.7 million, mainly related to Anping Boai Hospital (HKD 8.8 million) and Jinmei Development Co., Ltd. (HKD 2.9 million)11 Review of Business Operations This year, the Group's four business segments showed mixed performance, with medical device distribution revenue sharply declining due to centralized procurement policies, while hospital operations saw reduced losses despite lower revenue Medical Device and Consumables Distribution and Services Business This segment's revenue significantly decreased by 40% year-on-year to HKD 27.7 million, turning from profit to a loss of approximately HKD 0.4 million, primarily due to China's centralized procurement policies Medical Device and Consumables Distribution Business Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | HKD 27.7 million | HKD 45.8 million | | Segment Result | Loss HKD 0.4 million | Profit HKD 0.4 million | Hospital Operation and Management Services Business Hospital operation revenue decreased to HKD 11.2 million year-on-year, mainly due to fewer outpatient and inpatient visits, though segment loss narrowed from HKD 20.2 million to HKD 14.2 million Hospital Operation and Management Business Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | HKD 11.2 million | HKD 14.1 million | | Segment Loss | HKD 14.2 million | HKD 20.2 million | - The Group has initiated litigation against Shuangluan Hospital and the Shuangluan government for outstanding debts, claiming principal and interest of approximately RMB 59.1 million, with the case accepted by the Chengde Court18 Commercial Services This year, the commercial services segment recorded no revenue, with losses expanding from HKD 10.6 million to HKD 14.7 million, and the commercial factoring business terminated in June 2024 after its license expired Commercial Services Business Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | HKD 0 | HKD 0 | | Segment Loss | HKD 14.7 million | HKD 10.6 million | Research and Development and Sales of Functional Foods Acquired in November 2023, this business had no revenue this year but recorded a profit of approximately HKD 1 million, with a settlement agreement reached post-reporting period to transfer the business for a nominal HKD 1 due to a cross-default dispute - The company received a statutory demand letter, triggering a cross-default clause in the Jinmei acquisition agreement, leading to a consideration dispute with the vendor21 - To resolve the dispute, the company entered into a deed of settlement on July 3, 2025, agreeing to transfer all equity in Jinmei back to the vendor for a nominal HKD 1 and issue a HKD 12 million interest-free settlement note to the vendor2226 Future Outlook Despite challenges from business decline, difficult accounts receivable recovery, and adverse litigation, management remains cautiously optimistic, having implemented decisive measures like new shareholder introduction and a proposed rights issue to stabilize finances and pursue growth - The Group faces unprecedented challenges including declining existing business performance, underperforming new distribution ventures, difficult accounts receivable recovery, and going concern concerns arising from an adverse appeal judgment25 - To address these challenges, the Board has implemented measures such as introducing a strategic investor (new major shareholder) and proposing a rights issue to repay debts and strengthen the capital base, significantly improving its financial position25 - In the new fiscal year, the Group will leverage newly raised funds to continue focusing on core business operations and actively explore strategic collaborations, industry consolidation, and new business opportunities to overcome difficulties and regain growth27 Significant Acquisitions and Disposals This year, the Group made several significant portfolio adjustments, including terminating an investment in Bochuang Fund, disposing of Golden Alliance Limited's 51% equity due to profit guarantee failure, and terminating the acquisition of Putian Fuxin Molecular Diagnostics - The Group terminated its investment in Bochuang Fund, no longer needing to pay the remaining RMB 15 million capital contribution, and will receive a refund of the RMB 15 million advance payment2829 - Due to the target company's negative actual profit for FY2024, failing to meet the guaranteed profit, the Group exercised its exit clause and completed the disposal of 51% equity in Golden Alliance Limited on April 23, 202435 - The company acknowledged the misclassification of the Golden Alliance acquisition (should have been a major transaction, not a discloseable transaction) and has engaged an internal control consultant for review and implemented remedial measures to enhance compliance373839 - The agreement to acquire 100% equity in Putian Fuxin Molecular Diagnostics was terminated as the parties failed to agree on a further extension of the long stop date4041 Fundraising Activities During the reporting period, the Group undertook two significant fundraising activities: a placement and subscription in July 2024 raising HKD 9.8 million, and a larger capital restructuring plan announced in April 2025, including a new share issuance and rights issue, expected to raise HKD 80.9 million for debt repayment and working capital - In July 2024, the company raised net proceeds of approximately HKD 9.8 million through the placement and subscription of 12,650,000 shares, all used for general working capital44 - On April 30, 2025, the company entered into subscription agreements with multiple parties to issue 700 million new shares at HKD 0.1 per share, and also proposed a "3 for 10" rights issue at HKD 0.1 per share47 - The estimated net proceeds from the subscription and rights issue, totaling approximately HKD 80.9 million, are intended to repay approximately HKD 65.3 million in payables, settle HKD 12 million for the settlement note, and allocate approximately HKD 3.6 million for working capital50 Liquidity and Capital Resources As of March 31, 2025, the Group's financial position was strained, with cash and cash equivalents significantly reduced to HKD 1 million, a shift from net current assets to net current liabilities of HKD 17.3 million, and a rising gearing ratio indicating increased financial risk Liquidity and Capital Structure Indicators | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 1 million | HKD 4 million | | Net Current Assets / (Liabilities) | (HKD 17.3 million) | HKD 16.9 million | | Current Ratio | 0.88 | 1.15 | | Gearing Ratio | 0.25 | 0.03 | - The sharp increase in the gearing ratio was primarily influenced by approximately HKD 31.2 million in other payables (provision for appeal judgment) and approximately HKD 5.4 million in bank borrowings52 Employees and Remuneration Policy As of March 31, 2025, the Group's employee count increased to 148, with total staff costs (including directors' emoluments) rising to approximately HKD 16.7 million, and 19,050,000 unexercised share options remaining at year-end Employee Data | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 148 | 118 | | Total Staff Costs | HKD 16.7 million | HKD 15.7 million | | Unexercised Share Options | 19,050,000 | - | Biographies of Directors and Senior Management Biographies of Directors and Senior Management This section provides detailed biographies of the company's executive, non-executive, and independent non-executive directors, as well as senior management, covering their age, educational background, professional qualifications, and extensive experience in corporate management, investment, healthcare, and finance - The executive director team comprises Chairman Mr. Zhang Fan, CEO Mr. Zhong Hao, and Mr. Xing Yong, all possessing extensive experience in corporate management, investment and financing, and business operations5960 - Non-executive Director Mr. Wang Jingming has a profound background and outstanding achievements in hospital management, while Mr. Huang Lianhai possesses expertise in legal and auditing professions6166 - The independent non-executive director team, consisting of Mr. Jiang Xuejun, Mr. Du Yanhua, Mr. Lai Liangquan, and Ms. Yang Huimin, brings diverse professional backgrounds including cardiology, biophysical research, certified public accounting, and corporate finance, ensuring the Board's professional and independent decision-making67686970 Report of the Directors Principal Businesses and Risks The company primarily engages in investment holding, with subsidiaries involved in medical device distribution, hospital management, commercial services, and functional food R&D and sales, facing key risks from China's evolving political, economic, legal, and healthcare regulatory landscape - The Group's principal businesses include medical device distribution, hospital operation and management, commercial services, and functional food R&D and sales, with no significant changes during the year74 - Key risks and uncertainties stem from policy changes in China, particularly the tightening regulatory environment in the healthcare industry, which could significantly impact operations76 - During the reporting period, apart from the disclosed litigation and the acquisition of Golden Alliance violating Listing Rules, the Group had no other material non-compliance issues78 Directors and Interests Disclosure This section discloses the company's directors and their changes during the reporting period, confirming their interests in contracts and detailing their and chief executives' interests in company securities and share options, with Chairman Mr. Zhang Fan holding approximately 28.09% of shares - During the reporting period, there were changes in the Board, with Mr. Xing Yong re-designated from non-executive director to executive director, and Ms. Yang Huimin appointed as an independent non-executive director88 Directors' and Chief Executives' Shareholding Interests (as at March 31, 2025) | Name | Capacity | Total Interests in Shares and Related Shares | Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Zhang Fan | Through personal and corporate interests | 138,099,400 (L) | 28.09% | | Mr. Zhong Hao | Beneficial owner | 3,000,000 (L) | 0.61% | | Mr. Xing Yong | Beneficial owner | 3,539,800 (L) | 0.72% | | Mr. Wang Jingming | Beneficial owner | 3,150,600 (L) | 0.64% | | Mr. Huang Lianhai | Beneficial owner | 2,300,000 (L) | 0.47% | | Mr. Jiang Xuejun | Beneficial owner | 800,000 (L) | 0.16% | | Mr. Du Yanhua | Beneficial owner | 300,000 (L) | 0.06% | | Mr. Lai Liangquan | Beneficial owner | 300,000 (L) | 0.06% | - The company adopted a new share option scheme ("2023 Share Option Scheme") on September 18, 2023, replacing the expired old scheme; no share options were granted, exercised, cancelled, or lapsed during the year, with 19,050,000 share options remaining unexercised at year-end105106 Other Disclosures The report confirms the company maintained sufficient public float, with major suppliers and customers accounting for significant portions of procurement and sales, no listed securities transactions during the year, a post-reporting settlement for Jinmei Development, and a change of auditor in November 2024 - During the year, the Group's largest supplier accounted for approximately 29.5% of total purchases, with the top five suppliers collectively accounting for 77.8%; the largest customer accounted for approximately 13.8% of total sales, with the top five customers collectively accounting for 33.6%115116 - The company changed its auditor on November 25, 2024, appointing Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd. as the new auditor120 Corporate Governance Report Corporate Governance Practices and the Board The company is committed to high corporate governance standards, complying with Listing Rules' Corporate Governance Code with one deviation regarding directors' insurance, which was resolved in June 2025, and maintains a diverse eight-member Board with separate Chairman and CEO roles - During the reporting period, the company complied with most provisions of the Corporate Governance Code but deviated from paragraph C.1.8 regarding arranging appropriate insurance for directors; the company explained it could not find an insurer but rectified the deviation by purchasing Directors' and Officers' Liability Insurance in June 2025124 - The Board currently has eight members, four of whom are independent non-executive directors, exceeding the one-third requirement of the Listing Rules, ensuring independent decision-making128135 - Mr. Zhang Fan serves as the company's Chairman, and Mr. Zhong Hao as the Chief Executive Officer, with their roles separated in compliance with Code Provision C2.1133134 Board Committees The company has established Remuneration, Nomination, and Audit Committees to assist the Board, all composed primarily of independent non-executive directors with clear terms of reference, ensuring independence and fulfilling duties such as reviewing remuneration, board structure, financial reporting, and internal controls - The Remuneration Committee, composed of four independent non-executive directors, is responsible for advising the Board on remuneration policies for directors and senior management144146 - The Nomination Committee, comprising one executive director (Chairman) and four independent non-executive directors, is responsible for reviewing the Board's structure, identifying and nominating director candidates, and assessing the independence of independent non-executive directors147148 - The Audit Committee, consisting of four independent non-executive directors with Mr. Lai Liangquan as Chairman possessing relevant financial management expertise, reviews financial statements, oversees the audit process, and evaluates the effectiveness of risk management and internal control systems152154 Accountability and Audit This year, external auditor Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd. issued a "disclaimer of opinion" on the consolidated financial statements due to significant uncertainties regarding the Group's going concern ability, despite the Board's active implementation of equity financing and debt restructuring measures - The auditor issued a "Disclaimer of Opinion" on the consolidated financial statements for the year ended March 31, 2025, due to multiple material uncertainties that could cast significant doubt on the Group's ability to continue as a going concern157 - To address liquidity pressures and auditor concerns, the Board is actively implementing several measures, including: (i) a share subscription of approximately HKD 70 million; (ii) a rights issue of approximately HKD 15 million; (iii) negotiating with lenders for bank loan renewals; and (iv) seeking new funding sources157 - The Board believes that, considering the aforementioned plans and measures, the Group will have sufficient working capital to meet its financial obligations for the next twelve months, thus deeming the preparation of financial statements on a going concern basis appropriate158 Risk Management and Internal Control The Board is responsible for maintaining effective risk management and internal control systems; following a past compliance issue with the Golden Alliance acquisition, an external review identified seven key issues, including the need to strengthen compliance manuals and improve record-keeping, for which the company has accepted all recommendations and developed a detailed remediation plan - Due to the past misclassification of the Golden Alliance acquisition, the company engaged an external consultant to conduct an internal control review to prevent similar incidents from recurring162 Internal Control Review Key Findings and Remedial Actions | Key Findings | Recommended Actions | Company Response and Remedial Status | | :--- | :--- | :--- | | 1. Listing Rules compliance manual needs strengthening | Supplement written procedures, integrate policies, update corporate governance policy, provide Chinese translation, and require signed confirmation | Accepted recommendations, will complete policy supplementation, updates, and translation within 6 weeks | | 2. No policy for directors' responses to board meeting minutes | Develop a policy to record directors' responses to meeting minutes | Accepted recommendations, rectification completed | | 3. Incomplete confirmation of connected persons list | Require directors to sign confirmation letters and regularly distribute updated lists to subsidiaries | Accepted recommendations, will complete confirmation letter signing and establish regular update policy within 4-6 weeks | | 4. No financial report preparation timetable | Develop and distribute timetables for annual and interim report preparation | Accepted recommendations, will adopt relevant policies within 6 weeks | | 5. No insurance coverage for directors | Resolve litigation disputes as soon as possible and arrange insurance for directors | Noted recommendations, will contact more insurance companies, expected to complete within 6 weeks | | 6. Company seals kept by a single person | Allocate different seals to different departments or personnel for safekeeping | Accepted recommendations, rectification completed | | 7. No approval records for contracts or seal usage | Develop an "Approval Form" to record approval procedures | Accepted recommendations, will implement relevant policies and forms within 4 weeks | Shareholders' Rights and Communication The company values shareholder communication, outlining procedures for shareholders to convene extraordinary general meetings and propose resolutions, and maintains communication through various channels including general meetings, its website, financial reports, and announcements, with a dividend policy that allows discretionary dividend declarations based on financial health and business needs - Shareholders holding not less than one-tenth of the company's paid-up capital have the right to request the Board to convene an extraordinary general meeting205 - The company has established a dividend policy but has no predetermined dividend payout ratio; the declaration of dividends is at the sole discretion of the Board, considering factors such as the Group's financial position, capital levels, and future cash requirements209 Environmental, Social and Governance Report Environmental Protection The Group is committed to sustainable development, integrating ESG principles into its operations, and while resource consumption decreased, energy and greenhouse gas emission densities increased, prompting strategic adjustments to address climate change risks like stricter regulations and supply chain impacts Energy and Water Consumption | Resource Consumption | Unit | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | :--- | | Electricity | kWh | 403,902 | 647,148 | | Fuel | kWh | 120,569 | 187,027 | | Energy Consumption Intensity | kWh per HKD million revenue | 13,977 | 12,131 | | Water | tonnes | 4,785 | 19,298 | | Water Consumption Intensity | tonnes per HKD million revenue | 128 | 281 | Greenhouse Gas Emissions | Category | Unit | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | tonnes | 8 | 39 | | Scope 2 (Indirect Emissions) | tonnes | 338 | 369 | | Total Greenhouse Gas Emissions | tonnes | 346 | 408 | | Greenhouse Gas Emission Intensity | tonnes per HKD million revenue | 9.2 | 5.9 | - The Group identified climate change risks, including stricter environmental regulations, impacts on the pharmaceutical supply chain, increased market demand for eco-friendly products, and threats from extreme weather events, and is adjusting its business strategy to respond260267 Employee Care The Group upholds fair and open recruitment, fostering a non-discriminatory work environment, with 148 full-time employees in China as of March 31, 2025, a high proportion of whom are female, and prioritizes employee development through customized training while maintaining zero tolerance for child or forced labor and ensuring occupational health and safety Employee Composition (as at March 31, 2025) | Category | Number | Percentage | | :--- | :--- | :--- | | By Gender | | | | Male | 53 | 35.8% | | Female | 95 | 64.2% | | By Level | | | | Senior Management | 17 | 11.5% | | Managers and Supervisors | 8 | 5.4% | | General Staff | 123 | 83.1% | | Total | 148 | 100% | - The Group provides customized training programs for employees, with male employees' training participation rate at 47.17% and female employees' at 71.58% this year, both averaging 96 hours of training272 - The Group strictly prohibits child or forced labor, with no violations of relevant laws and regulations found during the reporting period, and no work-related injuries or fatalities resulting in lost workdays in the past three years274278 Operational Management In operational management, the Group rigorously manages its supply chain, ensuring product quality and compliance, and has established patient complaint mechanisms, product recall procedures, intellectual property protection, and anti-corruption measures, with no significant complaints, recalls, or violations reported this period - The Group rigorously screens and regularly evaluates suppliers to ensure the quality and compliance of pharmaceuticals, medical consumables, and devices; in 2025, the Group had 127 main suppliers, all located in mainland China279280 - The Group has implemented comprehensive measures to ensure product quality and customer satisfaction, including suggestion boxes and medical record management departments; no significant medical disputes or product quality complaints were received during the reporting period282283287 - The Group upholds high standards of business integrity, establishing comprehensive anti-corruption policies and whistleblowing mechanisms with a zero-tolerance approach to unethical behavior; as of the reporting period, the Group was not involved in any legal proceedings arising from bribery, extortion, fraud, or money laundering291294 Independent Auditor's Report Independent Auditor's Report Independent auditor Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd. issued a "disclaimer of opinion" on the Group's consolidated financial statements for the year ended March 31, 2025, primarily due to multiple material uncertainties related to its going concern ability, as the Group's continued operation depends on the successful completion of several unfinalized measures - The auditor issued a "Disclaimer of Opinion" on the consolidated financial statements for the current year302 - The basis for the disclaimer of opinion is the existence of multiple material uncertainties related to going concern; as of March 31, 2025, the Group recorded a loss of approximately HKD 67.8 million and net current liabilities of approximately HKD 17.3 million, with cash and cash equivalents of only approximately HKD 1 million, indicating significant uncertainty303 - The Group's ability to continue as a going concern depends on the success of several measures, including (i) completing the subscription transaction, (ii) completing the rights issue, (iii) successfully negotiating debt extensions with lenders, and (iv) successfully obtaining new funding; as these plans are in preliminary stages with uncertain outcomes, the auditor could not assess the appropriateness of the directors' use of the going concern basis of accounting304 Consolidated Financial Statements Consolidated Statement of Profit or Loss For the year ended March 31, 2025, the Group's revenue decreased to HKD 38.943 million from HKD 59.930 million last year, with gross profit at HKD 9.235 million, and operating loss expanding to HKD 67.126 million due to increased administrative expenses and impairment losses on financial assets, resulting in a total loss for the year of HKD 67.821 million Consolidated Statement of Profit or Loss Summary (Unit: HKD thousand) | Item | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | 38,943 | 59,930 | | Gross Profit | 9,235 | 13,638 | | Operating Loss | (67,126) | (41,967) | | Loss Before Tax | (67,378) | (42,294) | | Loss for the Year | (67,821) | (42,497) | | Loss Attributable to Owners of the Company | (67,790) | (40,187) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets decreased to HKD 147 million from HKD 192 million last year, with total liabilities increasing to HKD 147 million, shifting from net current assets to net current liabilities of HKD 17.345 million, and net assets significantly shrinking to HKD 0.095 million due to the annual loss and reduced reserves Consolidated Statement of Financial Position Summary (Unit: HKD thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 32,728 | 63,333 | | Current Assets | 114,620 | 128,983 | | Total Assets | 147,348 | 192,316 | | Current Liabilities | 131,965 | 112,107 | | Non-current Liabilities | 15,288 | 20,456 | | Total Liabilities | 147,253 | 132,563 | | Net Assets | 95 | 59,753 | | Equity Attributable to Owners of the Company | (7,663) | 52,037 | Consolidated Statement of Cash Flows For the year ended March 31, 2025, the Group's net cash used in operating activities was HKD 6.763 million, net cash used in investing activities was HKD 1.58 million, and net cash from financing activities was HKD 8.795 million, primarily from share issuance, resulting in a net increase in cash and cash equivalents of HKD 0.452 million, but ending cash and cash equivalents decreased to HKD 1.048 million due to negative exchange rate effects Consolidated Statement of Cash Flows Summary (Unit: HKD thousand) | Item | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (6,763) | (6,403) | | Net Cash Used in Investing Activities | (1,580) | (301) | | Net Cash From / (Used in) Financing Activities | 8,795 | (1,239) | | Net Increase / (Decrease) in Cash and Cash Equivalents | 452 | (7,943) | | Cash and Cash Equivalents at Beginning of Year | 4,013 | 11,480 | | Cash and Cash Equivalents at End of Year | 1,048 | 4,013 | Notes to the Consolidated Financial Statements Note 2: Going Concern Basis This note highlights significant uncertainties regarding the Group's going concern ability, stemming from its annual loss of HKD 67.821 million, net current liabilities of HKD 17.345 million, and low cash levels, despite the Board's active pursuit of measures like new share issuance and debt restructuring - The note explicitly states that the Group's losses, net current liabilities, and substantial amount of debts falling due collectively constitute material uncertainties that may cast significant doubt on its ability to continue as a going concern330 - Key measures taken by management to address liquidity pressures include: (i) raising approximately HKD 70 million from share subscriptions; (ii) raising approximately HKD 15 million from a rights issue; (iii) negotiating debt extensions with lenders; and (iv) seeking potential new funding sources331 Note 6: Operating Segment Information The Group operates four reportable segments: medical device and consumables distribution, hospital operation and management, commercial services, and functional food R&D and sales; this year, medical device distribution was the primary revenue source but saw a decline, with only the functional food segment recording a profit 2025 Fiscal Year Segment Results (Unit: HKD thousand) | Segment | External Revenue | Segment Result (Loss/Profit) | | :--- | :--- | :--- | | Medical Device and Consumables Distribution and Services | 27,711 | (421) | | Hospital Operation and Management Services | 11,232 | (14,222) | | Commercial Services | – | (14,675) | | Research and Development and Sales of Functional Foods | – | 1,017 | | Total | 38,943 | (28,301) | Note 17: Goodwill As of March 31, 2025, the carrying amount of the Group's goodwill significantly decreased to HKD 13.561 million from HKD 25.633 million last year, with total impairment losses of HKD 11.746 million recognized this year, primarily from the hospital operation and management services and functional food R&D and sales segments Goodwill Impairment Details (Unit: HKD thousand) | Segment | 2025 Fiscal Year Impairment Loss | | :--- | :--- | | Hospital Operation and Management Services | 8,815 | | Research and Development and Sales of Functional Foods | 2,931 | | Total | 11,746 | Note 26: Other Payables and Accrued Expenses Total other payables and accrued expenses amounted to HKD 88.471 million, with a significant provision of USD 4 million (approximately HKD 31.2 million) due to an adverse appeal judgment concerning redeemable convertible cumulative preference shares, while approximately HKD 16.306 million in other payables were reversed this year due to claims expiring or being waived - Due to an adverse judgment by the Court of Appeal on October 18, 2024, the company was ordered to pay USD 4 million; consequently, a provision of USD 4 million (approximately HKD 31.2 million) for other payables was recognized in profit or loss for the year ended March 31, 2025435 Note 38: Events After the Reporting Period A significant event occurred after the reporting period: on July 3, 2025, the company reached a settlement with the vendor regarding the consideration and cross-default dispute arising from the acquisition of Jinmei Group, agreeing to transfer all equity in Jinmei back to the vendor for a nominal HKD 1 and issue an interest-free settlement note of HKD 12 million due June 30, 2026 - On July 3, 2025, the company reached a settlement regarding the Jinmei acquisition dispute, agreeing to transfer Jinmei's equity back to the vendor for HKD 1 and issue a HKD 12 million settlement note as a final resolution485 Financial Summary Five-Year Financial Summary This section provides key performance and financial position data for the Group's past five fiscal years, showing a continuous decline in revenue since FY2022, five consecutive years of losses with FY2025 being the highest, and a significant reduction in total assets and net assets, reflecting severe operational and financial challenges Five-Year Financial Summary (Unit: HKD thousand) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 38,943 | 59,930 | 76,414 | 107,025 | 87,889 | | Loss for the Year | (67,821) | (42,497) | (39,560) | (9,114) | (6,559) | | - Attributable to Owners of the Company | (67,790) | (40,187) | (42,046) | (12,205) | (7,744) | | Assets and Liabilities | | | | | | | Total Assets | 147,348 | 192,316 | 221,185 | 225,957 | 217,818 | | Total Liabilities | (147,253) | (132,563) | (127,235) | (140,825) | (117,832) | | Net Assets | 95 | 59,753 | 93,950 | 85,132 | 99,986 |
中国卫生集团(00673) - 2025 - 年度财报