万嘉集团(00401) - 2025 - 年度财报

Corporate Information The company's board includes executive and independent directors, supported by audit, remuneration, and nomination committees, with key banking and auditing relationships - The company's Board of Directors comprises one executive director, one non-executive director, and three independent non-executive directors, supported by Audit, Remuneration, and Nomination and Corporate Governance Committees[3][4] - The company's principal bankers are Agricultural Bank of China, China Construction Bank, Industrial and Commercial Bank of China, and Bank of Communications, with HLB Hodgson Impey Cheng Limited as its auditor[8] Management's Statement This section details the company's annual performance, strategic adjustments, and future outlook amidst challenging economic conditions and market changes Results for the Year For FY2025, the Group significantly narrowed its annual loss despite revenue and gross profit declines, driven by strategic cost controls and a refund of overcharged dialysis fees amidst economic challenges FY2025 Performance Overview (HKD) | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change (HKD) | | :--- | :--- | :--- | :--- | | Total Revenue | Approx. 161.7 million | Approx. 181.1 million | ▼ Approx. 19.4 million | | Gross Profit | Approx. 50.35 million | Approx. 54.74 million | ▼ Approx. 4.39 million | | Loss for the Year Attributable to Owners of the Company | Approx. 6.62 million | Approx. 39.98 million | ▼ Approx. 33.36 million (Loss narrowed) | - The Group's loss for the year was primarily attributed to the refund of certain overcharged fees related to hemodialysis treatment to relevant county medical insurance bureaus[14][16] - To address market changes, the Group implemented several business strategy adjustments, including streamlining China market operations for cost control, effective cash flow management, and a more cautious approach to business expansion plans[13] Outlook and Future Prospects The Group plans to focus resources on expanding its hemodialysis treatment and consulting services through new self-operated centers and hospital consulting, aiming to capitalize on the significant unmet market demand in China and enhance shareholder returns - The Group's core future strategy is to concentrate resources on developing hemodialysis treatment and consulting services, planning expansion through both organic growth and acquisitions[17] - Specific expansion measures include establishing new self-operated hemodialysis treatment centers in China and providing hemodialysis consulting services to hospitals to expand operational scale and market penetration[18] - The Group will continue to monitor various investment opportunities to identify suitable businesses and projects for shareholders, aiming to enhance shareholder returns[20] Management Discussion and Analysis This section provides a detailed analysis of the Group's financial performance, business segments, liquidity, and key risks for the reporting period Financial Highlights In FY2025, the Group's total revenue and gross profit declined, but operating and annual losses significantly narrowed due to cost control and no goodwill impairment, with increased cash and cash equivalents FY2025 Financial Highlights (HKD) | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 161.7 million | 181.1 million | -10.71% | | Gross Profit | 50.35 million | 54.74 million | -8.03% | | Operating Loss | 4.09 million | 39.44 million | -89.63% | | Loss for the Year Attributable to Owners of the Company | 6.62 million | 39.98 million | -83.45% | | Basic and Diluted Loss Per Share | 1.18 HK cents | 7.14 HK cents | -83.47% | | Cash and Cash Equivalents | 24.08 million | 18.23 million | +32.12% | | Final Dividend | Not Recommended | Nil | - | Business Review In FY2025, the Group's total revenue declined due to economic slowdown and reduced medical insurance rates, with pharmaceutical wholesale slightly down and hemodialysis revenue significantly lower, yet the latter achieved profitability through cost control Segment Revenue and Results (HKD) | Business Segment | FY2025 Revenue (HKD) | YoY Change | FY2025 Result (HKD) | | :--- | :--- | :--- | :--- | | Pharmaceutical Wholesale and Distribution | 50.49 million | -2.03% | Loss 1.2 million | | Hemodialysis Treatment and Consulting | 111.2 million | -14.17% | Profit 7.36 million | - The primary reason for the decline in hemodialysis business revenue was the reduction in fixed payment rates for hemodialysis treatment services by relevant county medical insurance bureaus[31][45] - The hemodialysis business segment achieved profitability primarily due to no goodwill impairment loss provision required this year and the implementation of stringent cost control measures[44] Financial Review In FY2025, the Group significantly narrowed its annual loss to HKD6.616 million through effective cost controls across sales, administrative, and finance expenses, with the loss primarily due to a HKD5.5 million refund of overcharged hemodialysis fees - Sales and distribution expenses decreased by 10.39% year-on-year, primarily due to reduced marketing and logistics costs[47] - Administrative expenses decreased by 20.29% year-on-year, mainly due to reductions in general office expenses such as depreciation, staff costs, and share-based payments[52] - One primary reason for the annual loss was the Group's hemodialysis centers refunding approximately HKD5.5 million in overcharged service fees for hemodialysis treatment collected between 2021 and 2024, as requested by the medical insurance bureau, which legal opinion deemed a refund request and not a violation[59] Liquidity and Financial Resources As of March 31, 2025, the Group maintained a stable financial position with increased cash and cash equivalents, improved liquidity ratio, and a reduced debt-to-asset ratio, with no significant contingent liabilities or capital commitments Liquidity and Financial Position Indicators | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | 24.083 million HKD | 18.228 million HKD | | Current Ratio | 1.95 | 1.92 | | Debt-to-Asset Ratio | Zero | 0.08 | - As of March 31, 2025, the Group had no significant capital commitments or contingent liabilities[63][64] Principal Risks and Uncertainties The Group faces market, foreign exchange, goodwill impairment, and liquidity risks, managed through proactive policy interpretation, controlled currency exposure, careful cash flow monitoring, and prudent assumptions for impairment tests - Market Risk: Primarily stems from changes in Chinese government policies, with the Group maintaining a management team responsible for collecting, interpreting, and formulating response measures[73] - Foreign Exchange Risk: Controllable as the vast majority of the Group's transactions are denominated in RMB and HKD, with no formal hedging policy implemented[74] - Goodwill Impairment Risk: Goodwill impairment tests are based on forecasts of future cash flows, involving management's assumptions and judgments, and are subject to risks from future cash flow and market changes[75] - Liquidity Risk: Managed by monitoring levels of cash and cash equivalents, utilization of borrowings, and adequacy of bank financing[80] Employees and Remuneration Policy As of March 31, 2025, the Group had 180 full-time employees with total staff costs of approximately HKD21.38 million, implementing a remuneration policy based on performance and qualifications, including discretionary bonuses and retirement schemes Employee Distribution | Region | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Hong Kong | 8 | 6 | | Mainland China | 172 | 187 | | Total | 180 | 193 | - For the year ended March 31, 2025, staff costs (including directors' emoluments) were approximately HKD21.379 million, a decrease from HKD22.481 million in the previous year[83] Environmental, Social and Governance Report This report details the Group's commitment to sustainable governance, ethical business practices, employee welfare, and environmental protection initiatives Sustainable Governance and Business Ethics The Group's board oversees ESG risk management, supported by professional consultants, and maintains strict anti-corruption policies with comprehensive employee training and no reported corruption cases - The Board of Directors assumes key oversight responsibilities for ESG risk management, evaluating and managing significant ESG issues, and collaborates with Riskory Consultancy Limited for professional support[118] - The Group has established clear employee codes of conduct and whistleblowing policies, strictly prohibiting improper behaviors such as bribery and fraud, and has dedicated investigation and handling procedures[126][127] - During the reporting period, the Group provided anti-corruption training to all directors and employees, with no legal cases related to corruption occurring[128][129] Operating Practices The Group prioritizes product safety and efficacy through stringent quality management, annual supplier evaluations, and dedicated quality control, resulting in no product recalls or customer complaints during the reporting period - During the reporting period, the Group collaborated with 32 pharmaceutical and consumable suppliers located in China, and all suppliers were evaluated[150] - The Group has a Quality Management Department responsible for setting and implementing quality objectives and monitoring departmental performance; no sold or delivered products required recall due to safety and health reasons during the reporting period[160][161] - The Group has established a customer complaint management system, but no product or service-related complaints were received during the reporting period[165][166] Caring for Employees The Group had 180 employees with a significantly reduced turnover rate of 17%, maintaining fair employment practices, ensuring occupational safety with zero incidents, and providing continuous development and training opportunities Employee Overview and Turnover Rate | Metric | 2024/25 Period | 2023/24 Period | | :--- | :--- | :--- | | Total Employees | 180 | 193 | | Total Employee Turnover Rate | 17% | 28% | - The Group is committed to providing a safe working environment, with zero work-related injury and fatality rates, and no work-related fatalities during the reporting period[202] Employee Training Data Overview (2024/25 Period) | Category | Percentage of Employees Trained | Average Training Hours Per Employee | | :--- | :--- | :--- | | By Gender | | | | Male | 98% | 50 hours | | Female | 66% | 25 hours | | By Employee Category | | | | Senior Management | 100% | 17 hours | | Middle Management | 100% | 52 hours | | General Staff | 69% | 28 hours | Environmental Protection The Group actively engages in environmental protection through climate change initiatives, achieving a slight decrease in greenhouse gas emissions, while maintaining stable energy, waste, and water consumption, and ensuring compliant waste and wastewater management Greenhouse Gas Emissions (Scope 1 & 2) | Metric | 2024/25 Period | 2023/24 Period | | :--- | :--- | :--- | | Total Emissions (tonnes CO2e) | 680.11 | 690.08 | Energy and Resource Consumption | Category | Unit | 2024/25 Period | 2023/24 Period | | :--- | :--- | :--- | :--- | | Total Energy Consumption | MWh | 1,289.41 | 1,308.99 | | Total Hazardous Waste | tonnes | 21.03 | 20.55 | | Total Non-Hazardous Waste | tonnes | 14.13 | 13.53 | | Total Water Consumption | cubic meters | 57,117.61 | 57,176.00 | - The Group reduces greenhouse gas emissions by utilizing carbon offsets from the Hebei Cheng'an Biomass Cogeneration Project, which generates electricity using local cotton stalks[227] Corporate Governance Report This report outlines the Group's corporate governance framework, including the board's structure, committee functions, and internal control systems, ensuring effective oversight and risk management The Board of Directors The Board, comprising executive, non-executive, and independent non-executive directors, is responsible for overall management and strategic decisions, with changes in membership and ongoing professional development provided - The Board currently consists of five directors: one executive director (Mr. Wang Jiajun), one non-executive director (Dr. Xiao Zhixin), and three independent non-executive directors (Dr. Liu Yongping, Ms. Chen Yongshan, Ms. Xu Wei)[310][311] - During the reporting period, Mr. He Min resigned and Mr. Huang Hanjie retired as independent non-executive directors, while Ms. Chen Yongshan and Ms. Xu Wei were newly appointed as independent non-executive directors[311][312] - All directors participated in continuous professional development activities during FY2025, including attending conferences, courses, or reading professional articles[323][325] Board Committees The company has established Audit, Remuneration, and Nomination and Corporate Governance Committees, predominantly composed of independent non-executive directors, to oversee financial reporting, executive compensation, and board structure, holding regular meetings throughout the year - The Audit Committee, comprising three independent non-executive directors, oversees the integrity of financial reporting, the independence of external auditors, and the internal control system, holding 3 meetings during the year[346][348] - The Remuneration Committee is responsible for advising the Board on the remuneration policies and structures for directors and senior management, holding 3 meetings during the year[352][355] - The Nomination and Corporate Governance Committee is responsible for regularly reviewing the Board's structure, size, and composition, and advising on director nominations and corporate governance matters, holding 2 meetings during the year[360][367] Internal Control and Risk Management The Board is responsible for maintaining effective risk management and internal control systems, which were reviewed and deemed adequate, supported by a clear management structure, policies, risk self-assessments, and an internal audit function - The Board confirms its responsibility for maintaining effective risk management and internal control systems, which are designed to manage rather than eliminate risks, providing reasonable but not absolute assurance[381] - During the year, the Board reviewed the Group's risk management and internal control systems, covering all significant financial, operational, compliance controls, and risk management functions, deeming the systems adequate and effective[387] - The Group has established an internal audit function and implemented a whistleblowing policy for employees to raise concerns about any potential improprieties, thereby enhancing monitoring awareness and system effectiveness[395] Report of the Directors This report details the company's principal activities, business review, financial results, dividend policy, major customer and supplier relationships, and share option schemes Principal Activities and Business Review The company operates as an investment holding company, with subsidiaries primarily engaged in pharmaceutical wholesale distribution and hemodialysis treatment and consulting services in China, with detailed reviews provided in the Management Discussion and Analysis section - The company's principal activities are pharmaceutical wholesale and distribution, and providing hemodialysis treatment and consulting services in China[431] Results and Dividends The company's annual results are detailed in the financial statements, and in line with its dividend policy adopted in 2018, the Board does not recommend any final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of any final dividend for the year ended March 31, 2025 (2024: Nil)[448] Major Customers and Suppliers During the fiscal year, the Group maintained a diversified customer and supplier base, with the largest customer accounting for 8.44% of total revenue and the largest supplier for 7.20% of total purchases Customer and Supplier Concentration | Category | Concentration | Percentage of Total | | :--- | :--- | :--- | | Customers | Largest Customer | 8.44% | | Customers | Top Five Customers | 19.21% | | Suppliers | Largest Supplier | 7.20% | | Suppliers | Top Five Suppliers | 25.14% | Share Option Scheme The company terminated its 2013 Share Option Scheme and adopted a new 2023 scheme, with 80.79 million options outstanding under the old plan and 56.02 million shares available under the new scheme, though no new options were granted during the reporting period - The '2013 Share Option Scheme' was terminated on September 15, 2023, but previously granted options remain valid; as of March 31, 2025, 80,793,054 share options remain unexercised[518][523] - The company adopted a new '2023 Share Option Scheme' on September 15, 2023, with a total of 56,022,213 shares available for issue, representing 10% of the issued share capital; no share options were granted under this new scheme as of the end of the reporting period[1184][1189] Financial Statements This section presents the Group's audited financial statements, including the independent auditor's report, consolidated statements of profit or loss, financial position, and cash flows, providing a comprehensive view of its financial performance and health Independent Auditors' Report HLB Hodgson Impey Cheng Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, with key audit matters focusing on goodwill and trade receivables impairment assessments - The auditors opined that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards and are properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[579] - Key audit matters include: - Goodwill Impairment Assessment: Involves the impairment test of approximately HKD24.24 million goodwill related to the hemodialysis treatment and consulting services business, with management concluding no impairment loss needed to be recognized - Impairment Assessment of Trade Receivables: Involves the assessment of expected credit losses for approximately HKD25.07 million trade receivables, where management applied judgment and estimation[587][595] Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group reported total revenue of HKD161.7 million, a 10.7% decrease, but significantly narrowed its operating loss to HKD4.09 million and total annual loss to HKD6.57 million due to effective cost control Consolidated Statement of Profit or Loss Summary (HKD '000) | Item | FY2025 (HKD '000) | FY2024 (HKD '000) | | :--- | :--- | :--- | | Revenue | 161,693 | 181,092 | | Gross Profit | 50,347 | 54,740 | | Operating Loss | (4,089) | (39,438) | | Loss Before Tax | (5,492) | (41,149) | | Loss for the Year | (6,573) | (40,295) | | Loss Attributable to Owners of the Company | (6,616) | (39,977) | - Basic and diluted loss per share significantly narrowed to 1.18 HK cents from 7.14 HK cents in the previous year[628] Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HKD106.8 million, with total liabilities of HKD38.19 million and net assets of HKD68.63 million, reflecting an increase in cash and cash equivalents and a decrease in trade and other receivables Consolidated Statement of Financial Position Summary (HKD '000) | Item | As of March 31, 2025 (HKD '000) | As of March 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 50,208 | 58,709 | | Current Assets | 56,614 | 58,392 | | Total Assets | 106,822 | 117,101 | | Liabilities and Equity | | | | Current Liabilities | 29,002 | 30,361 | | Non-current Liabilities | 9,187 | 11,545 | | Total Liabilities | 38,189 | 41,906 | | Net Assets | 68,633 | 75,195 | | Total Equity | 68,633 | 75,195 | Consolidated Statement of Cash Flows In FY2025, the Group generated HKD10.65 million in net cash from operating activities, primarily due to reduced trade receivables, resulting in a net increase of HKD6.25 million in cash and cash equivalents, bringing the year-end balance to HKD24.08 million Consolidated Statement of Cash Flows Summary (HKD '000) | Item | FY2025 (HKD '000) | FY2024 (HKD '000) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 10,652 | 9,302 | | Net Cash (Used in)/From Investing Activities | (697) | 674 | | Net Cash Used in Financing Activities | (3,708) | (1,042) | | Net Increase in Cash and Cash Equivalents | 6,247 | 8,934 | | Cash and Cash Equivalents at Beginning of Year | 18,228 | 9,876 | | Cash and Cash Equivalents at End of Year | 24,083 | 18,228 | Five Years Financial Summary This section provides a five-year summary of the Group's key financial performance indicators, including revenue, gross profit, net profit/loss, total assets, total liabilities, and total equity, offering a historical perspective on its financial trends Five Years Financial Summary (HKD '000) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 161,693 | 181,092 | 173,702 | 154,823 | 114,086 | | Gross Profit | 50,347 | 54,740 | 56,936 | 54,234 | 41,336 | | (Loss)/Profit for the Year | (6,573) | (40,295) | 1,938 | (50,937) | (4,477) | | Assets and Liabilities | | | | | | | Total Assets | 106,822 | 117,101 | 173,448 | 191,818 | 223,587 | | Total Liabilities | (38,189) | (41,906) | (53,221) | (63,722) | (52,512) | | Total Equity | 68,633 | 75,195 | 120,227 | 128,096 | 171,075 |