医思健康(02138) - 2025 - 年度财报

Financial Highlights and Five-Year Summary The company faced challenges in FY2025, with revenue slightly down 1.7% to HK$4.14 billion and loss attributable to owners expanding to HK$167 million, primarily due to macroeconomic factors, changing consumer behavior, and non-cash goodwill impairment Financial Highlights and Five-Year Summary The company faced challenges in FY2025, with revenue slightly down 1.7% to HK$4.14 billion and loss attributable to owners expanding to HK$167 million, primarily due to macroeconomic factors, changing consumer behavior, and non-cash goodwill impairment Five-Year Financial Data Summary (As of March 31) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 4,140,212 | 4,211,034 | -1.7% | | EBITDA | 307,846 | 388,132 | -20.7% | | Adjusted EBITDA | 375,150 | 441,643 | -15.0% | | (Loss)/Profit Before Tax | (101,140) | 16,874 | N/A | | (Loss)/Profit for the Year | (111,918) | 15,695 | N/A | | (Loss)/Profit Attributable to Owners of the Company | (167,186) | (18,947) | -782.4% | | Basic (Loss)/Earnings Per Share (HK cents) | (14.1) | (1.6) | -781.3% | | Dividend Per Share (HK cents) | 1.0 | 0.5 | +100.0% | Reconciliation of Adjusted EBITDA to (Loss)/Profit Before Tax (FY2025) | Item | Amount (HK$'000) | | :--- | :--- | | (Loss)/Profit Before Tax | (101,140) | | Add: Finance Costs | 89,442 | | Add: Depreciation and Amortization | 336,944 | | Less: Bank and Other Interest Income | (17,400) | | EBITDA | 307,846 | | Add: Impairment Loss on Goodwill and Other Assets | 213,470 | | Add: Fair Value Loss on Financial Assets and Investment Properties, etc. | 115,670 | | Less: Net Gain on Disposal of Subsidiaries | (268,214) | | Other Adjustments | 6,378 | | Adjusted EBITDA | 375,150 | Company Overview EC Healthcare at a Glance EC Healthcare positions itself as a leading one-stop comprehensive healthcare ecosystem, focusing on precision and preventive medicine, operating 164 service points with 591,000 sq ft, 316 registered doctors, and a 65.7% customer repurchase rate by FY2025 Business Segment Overview (FY2025) | Business Segment | Revenue (HK$ Million) | Number of Service Points | | :--- | :--- | :--- | | Medical | 2,507 | 102 | | Aesthetic Medical, Beauty and Wellness | 1,296 | 53 | | Veterinary and Other | 337 | 9 | Key Operating Metrics (FY2025) | Metric | Value | | :--- | :--- | | Customer Visits | 1,767,583 | | Repurchase Rate | 65.7% | | Revenue from Existing Customers | 66.6% | | Cross-Brand Customer Ratio | 36.7% | | Customer Satisfaction Rate | 99.99% | Geographical Coverage and Brand Ecosystem As of March 31, 2025, the company operates 164 service points across Greater China, totaling 591,000 sq ft, with 152 in Hong Kong and 12 in the Greater Bay Area, supported by 48 diverse brands - The company's service network widely covers Greater China, operating 164 service points with a total area of 591,000 sq ft as of March 31, 2025[18] - The company owns 48 diversified brands covering medical, aesthetic medical, beauty and wellness, and veterinary services, offering choices from high-end to mass-market segments[21] Chairman's Statement Chairman's Statement The Chairman's report highlights the company's resilience through three strategic pillars amidst macroeconomic challenges, focusing on cost optimization, strategic partnerships, and digital transformation, aiming to restore net profitability within three years - Facing inflation, changing consumer behavior, and intense competition, the company achieved significant annual recurring cost savings through optimizing its cost structure[24][25] - The company's strategy revolves around three pillars: strengthening core businesses, driving operational excellence, and accelerating digital transformation, with a plan to complete systemic integration of IT, HR, and finance functions by 2026[27][29] - The company diversifies medical service revenue by deepening cooperation with insurance companies and government projects, leveraging robust capital management and digital integration to enhance efficiency, targeting a return to net profitability within the next three years[28][29] - Flagship EC Healthcare buildings in Central and Tsim Sha Tsui will consolidate premium services, enhancing operational synergies and solidifying the company's position as Hong Kong's leading integrated healthcare provider[33][36] Biography of Directors and Senior Management Biography of Directors and Senior Management This section details the personal and professional backgrounds of the company's executive, non-executive, independent non-executive directors, and senior management, highlighting their extensive experience across various sectors Management Discussion and Analysis Business Review In FY2025, revenue slightly decreased by 1.7% to HK$4.14 billion amidst macroeconomic challenges, with loss attributable to shareholders expanding to HK$167 million due to non-cash impairment, while significant operational efficiency gains and network optimization were achieved through cost optimization and strategic integration FY2025 Performance Overview | Metric | Amount (HK$ Million) | YoY Change | | :--- | :--- | :--- | | Revenue | 4,140.2 | -1.7% | | Sales | 4,170.3 | -1.0% | | Adjusted EBITDA | 375.2 | -15.1% | | Loss Attributable to Owners of the Company | (167.2) | -782.4% | - The company recognized a gain of HK$268 million from the strategic disposal of certain Hong Kong medical service assets, aiming to optimize its investment portfolio and strengthen capital management[93] - The company recorded non-cash impairment expenses of HK$213.5 million (involving goodwill, interests in joint ventures and associates) and non-cash fair value losses of HK$115.6 million, which were the primary reasons for the expanded loss attributable to shareholders[94] - The company implemented significant cost optimization measures, reducing headcount by 613 employees and consolidating 233,000 sq ft of underutilized facilities, resulting in cumulative savings of approximately HK$286 million compared to the FY2023 baseline[99][100] Medical Service Segment The medical service segment's revenue decreased by 4.7% to HK$2.507 billion, accounting for 60.6% of total revenue, primarily due to soft B2C demand and strategic asset disposals, with a strategic shift towards institutional healthcare and AI integration Medical Service Segment Performance | Metric | FY2025 | | :--- | :--- | | Revenue | 2,507.3 HK$ Million | | YoY Change | -4.7% | | % of Total Revenue | 60.6% | - The company is shifting its business focus towards institutional healthcare, reducing reliance on non-essential consumer spending through preventive care programs with insurance companies, government service contracts, and community partnerships[105] - The company is enhancing its technological capabilities by integrating Artificial Intelligence (AI) into medical imaging and has successfully secured key service contracts, including Hospital Authority imaging referrals and the Civil Service Dental Scheme[106] Aesthetic Medical, Beauty and Wellness Segment This segment's revenue slightly decreased by 1.0% to HK$1.296 billion, representing 31.3% of total revenue, impacted by low consumer confidence in Hong Kong and consumption downgrades in mainland China and Macau, while strategically acquiring brands like BMF Aesthetic Medical, Beauty and Wellness Segment Revenue Breakdown | Region | Revenue (HK$ Million) | YoY Change | | :--- | :--- | :--- | | Hong Kong | 1,009.8 | -4.8% | | Mainland China | 100.0 | -19.0% | | Macau | 108.0 | -14.0% | | Total | 1,296.1 | -1.0% | - The company strategically acquired well-known brands like BMF and MSC, adding 14 high-end service points to strengthen its market position and integrate regional beauty and wellness businesses[109] Veterinary and Other Service Segment The veterinary and other services segment showed strong performance, with revenue increasing by 24.9% to HK$337 million, driven by market share expansion and resilient local demand, with the flagship AMAH achieving profitability and new opportunities from relaxed pet quarantine rules Veterinary and Other Service Segment Performance | Metric | FY2025 | | :--- | :--- | | Revenue | 336.8 HK$ Million | | YoY Change | +24.9% | | % of Total Revenue | 8.1% | - The flagship Animal Medical Academy Hospital (AMAH) has achieved profitability and is designated as one of three training clinics approved by the Veterinary Surgeons Board, validating its world-class facilities and clinical standards[115] - The Hong Kong government's reduction of quarantine for pets entering from mainland China from 120 days to 30 days is expected to drive demand for compliant health checks and vaccinations, creating new opportunities for the company[116] Outlook The company maintains cautious optimism, focusing on three strategies: business development (B2B, B2I, PPP), operational excellence (integration, cost control), and digital transformation (AI, "TTIPP" ecosystem), alongside disciplined capital recycling and M&A, to achieve long-term sustainable growth - Business development will focus on targeting B2B corporate healthcare market, B2I insurance sector, and participating in government projects (PPP model) for sustainable profitable expansion[126][128] - The company will drive operational excellence by strengthening the integration of centers of excellence and business units, combined with talent development, data-driven management, and lean process improvement[131][132] - The company established the "RIMAG-EC Health Tech Alliance" with Jiangxi Yimai Sunshine Group to optimize medical imaging service costs and efficiency through centralized procurement and technology integration[136] - The successful sale of NMC and HKMAI TST equity to AIA demonstrates the company's disciplined capital recycling strategy, and it will continue to unlock value from mature assets through "TTIPP" strategic collaborations in the future[140][141] - Flagship "EC Healthcare Buildings" in Central and Tsim Sha Tsui will be rebranded in June 2024 and completed in FY2026, respectively, aiming to centralize high-end services, enhance brand image, and improve operational efficiency[146][147] Financial Review As of March 31, 2025, the company maintained a solid financial position with HK$1.055 billion in cash and deposits and HK$600 million in undrawn bank facilities, total debt of HK$797 million, and a gearing ratio of 36.1%, having optimized its asset portfolio through significant acquisitions and disposals Liquidity and Capital Resources (As of March 31, 2025) | Item | Amount (HK$ Million) | | :--- | :--- | | Drawn Bank Borrowings | 542.1 | | Undrawn Bank Facilities | 600.0 | | Cash and Deposits | 1,054.9 | Debt Overview (As of March 31, 2025) | Item | Amount (HK$ Million) | | :--- | :--- | | Unsecured Bank Borrowings | 542.1 | | Convertible Bonds | 254.3 | | Total Interest-Bearing Debt | 796.5 | | Gearing Ratio | 36.1% | - The company reached an agreement on November 6, 2024, to sell 51% equity interest in New Medical Centre Holding Limited (NMC) to AIA for a total consideration of HK$438 million, constituting a very substantial disposal[176][179] - The company reached an agreement on December 10, 2024, to acquire 90% equity interest in Rising Gold Phoenix Limited for HK$52.5 million, which owns well-known beauty and hair care brands such as BMF and Marie France[198][199][201] Sustainability Approach Sustainability Approach The company integrates sustainability into its growth strategy, aligning with 8 UN SDGs across 11 focus areas, achieving significant ESG progress in FY2025 through energy efficiency, employee training, workplace safety, stakeholder engagement, community investment, and enhanced board oversight Key Sustainability Progress in FY2025 | Area | Key Progress | | :--- | :--- | | Environmental | 75% of facilities completed LED light installation; implemented water-saving designs for new medical buildings | | Social | Average employee training hours increased by 23% YoY; organized over 100 community outreach events, serving over 3,300 people; women hold 56% of senior management and department head positions | | Governance | Established a Medical Advisory Committee to strengthen medical governance; complied with ISO 31000:2018 risk management standards; arranged ICAC lectures to enhance anti-corruption knowledge | Co-Owners Co-Ownership Plan 2 The company adopted Co-Ownership Plan 2 in May 2023 to incentivize and retain core employees by linking their interests with shareholder value through co-investment opportunities, with award conditions tied to future revenue and EBITDA margin targets - Co-Ownership Plan 2 was adopted on May 29, 2023, aiming to incentivize eligible participants to create value for the Group's development over the next three financial years (up to FY2026)[219][222] - Award conditions for the shares include: (i) cumulative EBITDA margin of not less than 18% for FY2024-2026; (ii) revenue of not less than HK$7.713 billion for FY2026; and (iii) share price not less than HK$3.961 before the grant[241][243] Co-Ownership Plan 2 Award Changes (FY2025) | Category of Participants | Maximum Award Shares Potentially Granted as of April 1, 2024 | Maximum Award Shares Potentially Granted as of March 31, 2025 | | :--- | :--- | :--- | | Directors | – | 2,563,500 | | Employees | 4,342,707 | 2,147,121 | | Others (Doctors) | 5,621,786 | 5,589,846 | | Total | 9,964,493 | 10,300,467 | Investor Relations Report Investor Relations The company actively engaged with the investment community through over 100 meetings with more than 500 investors, providing transparent and timely communication, and addressing key concerns regarding ESG, integration strategy, governance, and management compensation - During the reporting period, management and the IR team participated in over 100 one-on-one and group meetings, communicating with over 500 investors[262][264] - Key investor concerns included: (1) adopting international ESG frameworks; (2) enhancing board independence and diversity; (3) clarifying long-term M&A strategy; and (4) disclosing long-term operational targets and linking management compensation to performance[261][263] Corporate Governance Report Corporate Governance Practices The company maintained high corporate governance standards, complying with all Code Provisions of the Corporate Governance Code, with a separated Chairman and CEO, independent board committees, a board diversity policy, robust risk management, and effective shareholder communication - During the reporting period, the company complied with all Code Provisions of Appendix C1 to the Listing Rules, the Corporate Governance Code[269] - The roles of the Board Chairman (Mr. Tang Chi Fai) and Chief Executive Officer (Mr. Lyu Lianwei) are separated, with clearly defined responsibilities, in compliance with corporate governance code requirements[283][287] - The company has established an Audit Committee, Remuneration Committee, and Nomination Committee, each chaired by or with a majority of independent non-executive directors, ensuring independence and effective oversight[311] - The company engaged external professional firms for annual reviews of its risk management and internal control systems, which the Board considers to be adequate and effective overall[340][342] Report of the Directors Report of the Directors This report outlines the company's principal activities, business review, key risks, stakeholder relationships, financial performance, and dividend policy for FY2025, confirming compliance with regulations and sufficient public float, with no final dividend recommended - The company's principal business is the provision of medical and healthcare services in Hong Kong, Macau, and Mainland China[357][362] - The Board does not recommend the declaration of a final dividend for the year ended March 31, 2025[385][389] - As of March 31, 2025, the company's Chairman, Mr. Tang Chi Fai, held approximately 60.93% of the company's shares through personal, spouse, and controlled corporations[493][494] - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[515][521] Independent Auditor's Report Independent Auditor's Report Ernst & Young issued an unmodified opinion on EC Healthcare's consolidated financial statements for FY2025, affirming a true and fair view of the group's financial position, performance, and cash flows, highlighting key audit matters like revenue recognition from prepaid packages and impairment assessment of non-current assets - Auditor Ernst & Young issued an unmodified opinion on the company's FY2025 consolidated financial statements, affirming a true and fair view of its financial position and performance[536][539] - Key Audit Matter One: Revenue recognition from prepaid packages, involving significant management judgment and estimates regarding service usage patterns and the amount of unexercised rights[544][547] - Key Audit Matter Two: Impairment assessment of non-current assets of acquired businesses, involving significant estimates for goodwill, intangible assets, and the recoverable amount of cash-generating units (e.g., future cash flows and discount rates)[550][553] Consolidated Financial Statements Consolidated Statement of Profit or Loss In FY2025, the company reported total revenue of HK$4.14 billion, a slight decrease from HK$4.21 billion last year, resulting in a pre-tax loss of HK$101 million (vs. profit of HK$16.87 million last year) and a total loss of HK$112 million, with HK$167 million attributable to equity holders Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 4,140,212 | 4,211,034 | | Other income and gains, net | 61,294 | 7,662 | | (Loss)/Profit before tax | (101,140) | 16,874 | | (Loss)/Profit for the year | (111,918) | 15,695 | | (Loss)/Profit attributable to owners of the Company | (167,186) | (18,947) | Consolidated Statement of Financial Position As of March 31, 2025, total assets decreased to HK$5.027 billion from HK$5.373 billion, mainly due to reduced non-current assets, while total liabilities decreased to HK$2.822 billion from HK$2.970 billion, resulting in total equity of HK$2.205 billion and an improved net current liability position Consolidated Statement of Financial Position Summary (As of March 31) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Non-current assets | 3,145,967 | 4,054,404 | | Of which: Goodwill | 754,546 | 947,176 | | Current assets | 1,880,921 | 1,318,650 | | Of which: Cash and cash equivalents | 1,003,913 | 553,625 | | Total assets | 5,026,888 | 5,373,054 | | Current liabilities | 1,886,017 | 1,431,116 | | Non-current liabilities | 935,875 | 1,539,167 | | Total liabilities | 2,821,892 | 2,970,283 | | Net assets (Total equity) | 2,204,996 | 2,402,771 | Consolidated Statement of Cash Flows In FY2025, net cash from operating activities increased to HK$743 million, while investing activities turned into a net inflow of HK$341 million due to subsidiary disposals, and financing activities resulted in a net outflow of HK$634 million, leading to a net increase of HK$451 million in cash and cash equivalents, ending at HK$1.004 billion Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash generated from operating activities | 743,241 | 689,101 | | Net cash generated from/(used in) investing activities | 341,280 | (358,355) | | Net cash used in financing activities | (633,787) | (486,464) | | Net increase/(decrease) in cash and cash equivalents | 450,734 | (155,718) | | Cash and cash equivalents at beginning of year | 553,625 | 709,859 | | Cash and cash equivalents at end of year | 1,003,913 | 553,625 | Notes to the Financial Statements The notes provide detailed explanations for the financial statements, including operating segment information (Note 4), revenue recognition (Note 5), goodwill impairment (Note 14), and details of business acquisitions and disposals (Notes 33 & 34), clarifying the financial impact of significant transactions Segment Revenue (External Customers) | Segment | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Medical services | 2,507,266 | 2,631,947 | | Aesthetic medical, beauty and wellness services | 1,296,127 | 1,309,401 | | Veterinary and other | 336,819 | 269,686 | | Total | 4,140,212 | 4,211,034 | - Goodwill impairment tests resulted in an impairment loss of HK$116 million recognized this year, primarily affecting cash-generating units such as Kangya Group and Bailey Jackson Dental[943][953] - Significant business acquisitions during the year included EC BP Limited, a controlling interest in Pangenia Inc., and Rising Gold Phoenix Limited, with a total consideration of HK$265 million, generating HK$112 million in goodwill[1140] - Significant disposals during the year included Preeminent Medical Centre Limited and New Medical Centre Holding Limited, with a total consideration of approximately HK$521 million, generating a net gain of HK$268 million[1213]