金威医疗(08143) - 2025 - 年度财报

Corporate Information Corporate Information Overview This section provides key administrative and governance information for Goldenway Medical Group Limited ("the Company"), including executive directors, independent non-executive directors, committee members, registered office, principal place of business in Hong Kong, share registrar, principal bankers, auditor, stock code, and company website - Executive Directors include Wu Chi Lung (Chairman) and Wu Kei Yau[11] - Independent Non-Executive Directors include Wong Ka Wai, Lau Tak Kee, and Lam Yiu Man (appointed from April 17, 2024)[11] - The Audit Committee, Remuneration Committee, and Nomination and Corporate Governance Committee all include independent non-executive directors, with Ms. Wong Ka Wai chairing the Audit and Remuneration Committees, and Mr. Wu Chi Lung chairing the Nomination and Corporate Governance Committee[12] Chairman's Statement Financial Review For the year ended March 31, 2025, the Group faced severe challenges with a significant decline in revenue, yet operating loss and net loss narrowed 2025 Financial Performance | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 16,120 | 38,962 | -58.63% | | Operating Loss | (7,178) | (16,036) | -55.24% | | Net Loss Attributable to Owners of the Company | (10,127) | (17,110) | -40.81% | Operations Review The Group's integrated hospital in Beijing, China, suspended operations from December 12, 2024, leading to a substantial reduction in segment revenue - The Group's integrated hospital in Beijing, China, suspended operations from December 12, 2024, and remained suspended as of March 31, 2025[19][22] Revenue from Integrated Hospital Services Segment | Year | Revenue (HKD thousands) | | :--- | :--- | | 2025 | 10,945 | | 2024 | 38,962 | | Year-on-year Change | -71.90% | Appreciation The Chairman, on behalf of the Board, expresses gratitude to clients, suppliers, business partners, shareholders, and employees for their support and contributions during the year - The Chairman thanks clients, suppliers, business partners, shareholders, and employees for their support and contributions[24][25] Management Discussion and Analysis Financial Highlights For the fiscal year ended March 31, 2025, the Group experienced significant declines in revenue and gross profit, but operating loss and net loss narrowed; the Board does not recommend a final dividend 2025 Financial Highlights | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 16,120 | 38,962 | -58.63% | | Gross Profit | 8,369 | 18,674 | -55.18% | | Operating Loss | (7,178) | (16,036) | -55.24% | | Net Loss Attributable to Owners of the Company | (10,127) | (17,110) | -40.81% | - The Board does not recommend paying a final dividend for the year ended March 31, 2025[27] Business Review The Group primarily provides integrated hospital services in Beijing, China, but Huicheng Hospital's suspension since December 12, 2024, led to a substantial revenue decline, while also recording a gain on disposal of a subsidiary and reduced selling and distribution and administrative expenses - The Group is primarily engaged in providing integrated hospital services in Beijing, China[28][33] - Huicheng Hospital suspended operations from December 12, 2024, and remained suspended as of March 31, 2025, resulting in a revenue decrease of approximately 58.63%[29][30][34][35] 2025 Other Financial Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | | Other Income | 987 | 149 | +562.42% | | Other Losses | (7,819) | (2,075) | +277.78% | | Gain on Disposal of Subsidiaries | 10,500 | 0 | N/A | | Selling and Distribution Expenses | (3,105) | (8,918) | -65.18% | | Administrative Expenses | (15,060) | (20,271) | -25.70% | | Finance Costs | (190) | (308) | -38.31% | | Loss Before Tax | (7,368) | (16,344) | -54.91% | Outlook and Future Prospects The Group is committed to transforming the healthcare industry through technology empowerment, optimized resource allocation, and compliant innovation, with a core mission to resume integrated hospital operations by identifying a new site in Beijing and initiating planning and recruitment, while also collaborating with Yuerwan Qingdao Internet Hospital for stable cash flow and cost synergies, with rights issue proceeds allocated to repay shareholder loans and support hospital business recovery - The Group prioritizes the resumption of integrated hospital operations, having identified a suitable location in Beijing and initiated medical department planning, talent recruitment, and pre-approval of compliance materials[52][55] - The Group has established a strategic operational partnership with Yuerwan Qingdao Internet Hospital to secure stable cash flow, cost synergies, and future data-derived marketing potential[52][55] - Proceeds from the rights issue will primarily be used to repay shareholder loans to reduce interest burden and enhance capital efficiency, and to support the renovation and equipment procurement for the new Beijing Huicheng site[53][55] Liquidity and Financial Resources As of March 31, 2025, the Group's cash and bank balances slightly increased, total current liabilities significantly decreased, and the current ratio improved, though the gearing ratio remained high 2025 Liquidity Indicators | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Cash and Bank Balances | 3,829 | 3,644 | | Total Current Assets | 8,559 | 8,705 | | Total Current Liabilities | 16,587 | 25,615 | | Current Ratio | 0.52 | 0.34 | | Gearing Ratio | 99.19% | N/A | Capital Commitments As of March 31, 2025 and 2024, the Group had no significant capital commitments - As of March 31, 2025 and 2024, the Group had no significant capital commitments[61][65] Contingent Liabilities As of March 31, 2025, no member of the Group was involved in any material litigation or arbitration, nor were there any pending or threatened material litigations or claims - As of March 31, 2025, the Group was not involved in any material litigation or arbitration[62][66] Financing and Treasury Policies The Group continues to adopt prudent financing and treasury policies, with all activities centrally managed and monitored, carefully considering liquidity risk, financing costs, and exchange rate risk - The Group adopts prudent financing and treasury policies, with all activities centrally managed and monitored[63][67] - Policy implementation carefully considers liquidity risk, financing costs, and exchange rate risk[63][67] Foreign Exchange Risk Given that the vast majority of the Group's transactions and bank deposits are denominated in RMB and HKD, the Directors consider foreign exchange risk to be minimal, thus no formal hedging policy has been implemented - The vast majority of the Group's transactions and bank deposits are denominated in RMB and HKD, resulting in minimal foreign exchange risk[64][68] - For the year ended March 31, 2025, the Group did not implement any formal hedging policy[64][68] Charges on Group's Assets As of March 31, 2025 and 2024, the Group had no bank borrowings and its assets were not subject to any charges - As of March 31, 2025 and 2024, the Group had no bank borrowings and its assets were not subject to any charges[70][73] Segment Information The Group's revenue primarily derives from providing integrated hospital services, thus no separate segment information is presented - The Group's revenue primarily derives from providing integrated hospital services, thus no separate segment information is presented[71][74] Capital Structure As of March 31, 2025, the Company's issued share capital was approximately HKD 29.168 million, comprising ordinary shares and preference shares 2025 Capital Structure | Share Type | Quantity | | :--- | :--- | | Ordinary Shares | 563,649,988 shares | | Preference Shares | 19,700,000 shares | - Total issued share capital was approximately HKD 29.168 million[72][75] Employees and Remuneration Policy As of March 31, 2025, the Group's full-time employee count significantly decreased to 21, leading to a corresponding reduction in staff costs; the Group determines remuneration based on individual performance and qualifications, and provides various employee benefits 2025 Employee Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 21 | 137 | | Staff Costs (HKD thousands) | 13,072 | 22,669 | - The Group determines employee remuneration based on individual performance and qualifications, and provides Mandatory Provident Fund, bonuses, medical insurance, and basic social insurance in China[77][80] - As of March 31, 2025, there were no outstanding share options under the share option scheme[77][80] Significant Investments During the year, the Group held no significant investments - During the year, the Group held no significant investments[78][81] Future Plans for Material Investments or Capital Assets The Group has no other plans for material investments or capital assets - The Group has no other plans for material investments or capital assets[79][82] Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies Except for the disposal of Sino Business Investment Development Limited, the Group had no other material acquisitions and disposals of subsidiaries, associates, or joint ventures during the year - The Group had no other material acquisitions and disposals of subsidiaries, associates, or joint ventures for the year ended March 31, 2025, except for the disposal of Sino Business Investment Development Limited[83][87] Appointment of Independent Non-Executive Director Mr. Lam Yiu Man was appointed as an Independent Non-Executive Director and a member of various committees effective April 17, 2024 - Mr. Lam Yiu Man was appointed as an Independent Non-Executive Director and a member of the Audit Committee, Remuneration Committee, and Nomination and Corporate Governance Committee, effective April 17, 2024[84][88] Discloseable Transaction in relation to the Disposal of the Entire Issued Share Capital of Sino Business Investment Development Limited On September 20, 2024, the Company disposed of the entire issued share capital of Sino Business Investment Development Limited for HKD 60,000, and following the completion of the disposal on September 23, 2024, the company ceased to be a subsidiary of the Company - On September 20, 2024, the Company disposed of the entire issued share capital of Sino Business Investment Development Limited for HKD 60,000[85][90] - Following the completion of the disposal on September 23, 2024, the disposed company ceased to be a subsidiary of the Company, and its financial information is no longer consolidated[85][90] Cooperation and Operational Management Agreement Goldenway Creation Limited, an indirect wholly-owned subsidiary of the Company, entered into a cooperation and operational management agreement with Xiamen Yuerwan Medical Management Co., Ltd. and Yuerwan (Qingdao) Internet Hospital Co., Ltd. to provide hospital management services, receiving a fixed monthly management fee or a management fee based on a percentage of revenue and profit, while also holding options to purchase shares in Yuerwan Qingdao and the Internet Hospital - Goldenway Creation Limited entered into a cooperation and operational management agreement with Xiamen Yuerwan and Yuerwan Qingdao to provide hospital management services[92][93] - The management fee is a fixed HKD 1,750,000 per month, or 1% of the Internet Hospital's operating revenue plus 10% of its profit before tax, whichever is higher[92][93] - Goldenway Creation holds options to purchase all or part of the shares in Yuerwan Qingdao and the Internet Hospital during the agreement term[94][97] Change of Address of the Head Office and Principal Place of Business in Hong Kong The address of the Company's head office and principal place of business in Hong Kong changed effective December 7, 2024 - The address of the Company's head office and principal place of business in Hong Kong changed to Room 2101, 21/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong, effective December 7, 2024[96][99] Change of Principal Share Registrar and Transfer Office and Registered Office in the Cayman Islands The Company's principal share registrar and transfer office and registered office in the Cayman Islands changed effective December 31, 2024 - The Company's principal share registrar and transfer office and registered office in the Cayman Islands changed to Vistra (Cayman) Limited, effective December 31, 2024[100][103] Rights Issue on the Basis of One (1) Rights Share for Every One (1) Existing Share Held on the Record Date The Company proposes a rights issue on a "one-for-one" basis, issuing up to 563,649,988 shares at a subscription price of HKD 0.05 per share, aiming to raise up to approximately HKD 28.2 million - The Company proposes a rights issue on a "one-for-one" basis, issuing up to 563,649,988 shares at a subscription price of HKD 0.05 per share[101][104] - The total gross proceeds are expected to be up to approximately HKD 28.2 million (assuming full subscription of the rights issue)[101][104] Significant Events After the Reporting Period No other significant events occurred after the end of the reporting period, except for those disclosed in this report - No other significant events occurred after the end of the reporting period, except for those disclosed in this report[105][109] Principal Risks and Uncertainties The Group faces market risks, such as potential impacts on hospital operational efficiency and policy formulation due to the Chinese government's restructuring of medical functions, and operational risks from varying hospital regulations across different regions in China, posing challenges to standardized management - Market risk: The restructuring of health departments by the Chinese government may lead to a slowdown in hospital operations and management procedures, and potential impacts on local policy and regulatory formulation[107][111] - Operational risk: Discrepancies in hospital regulations across different regions in China pose significant challenges to the standardization and consistent management of the Group's hospital operations[108][112] Directors' and Senior Management's Profiles Executive Directors This section introduces the backgrounds and experiences of Executive Directors Mr. Wu Chi Lung and Mr. Wu Kei Yau; Mr. Wu Chi Lung has twelve years of experience in new business creation and commercial management, while Mr. Wu Kei Yau possesses extensive expertise in business management, strategic planning, and risk management - Mr. Wu Chi Lung (aged 36) has twelve years of experience in founding and developing new businesses and commercial management, appointed as Executive Director and Chairman of the Board since July 23, 2018[113][117] - Mr. Wu Kei Yau (aged 31) possesses extensive professional knowledge in business management, strategic planning, and risk management, appointed as Executive Director since August 22, 2023[114][116][117][118] Independent Non-Executive Directors This section introduces the professional backgrounds and experiences of Independent Non-Executive Directors Ms. Wong Ka Wai, Mr. Lau Tak Kee, and Mr. Lam Yiu Man, who possess extensive experience in finance, accounting, taxation, corporate affairs, investment banking, and medical insurance - Ms. Wong Ka Wai (aged 61) has over 31 years of experience in finance, accounting, taxation, and corporate affairs, appointed since November 1, 2007[119][122] - Mr. Lau Tak Kee (aged 43) has over 19 years of experience in Asian hedge funds, private equity, and investment banking, appointed since October 4, 2019[120][121][122] - Mr. Lam Yiu Man (aged 64) has over 30 years of experience in management and finance, and the medical insurance industry, appointed since April 17, 2024[123][124][125][127][128] Senior Management This section introduces the background of Mr. Lam Chuen Chi, the Group's Financial Controller and Company Secretary, who has over 20 years of experience in financial and company secretarial roles - Mr. Lam Chuen Chi (aged 50) is the Group's Financial Controller and Company Secretary, with over 20 years of experience in financial and company secretarial roles[126][129] Corporate Governance Report Corporate Governance Practices The Company is committed to maintaining a high level of corporate governance and has complied with the applicable provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules - The Company has adopted and complied with the applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules for the year ended March 31, 2025[130][131][133][134] Compliance with the Model Code for Securities Transactions by Directors The Directors confirm full compliance with the adopted Model Code for Securities Transactions by Directors, with no breaches occurring during the year ended March 31, 2025 - The Directors confirm full compliance with the adopted Model Code for Securities Transactions by Directors, with no breaches occurring during the year ended March 31, 2025[132][135] The Board The Board is fully responsible for the leadership and control of the Company, specializing in overall corporate strategy and policy, and has established three committees to oversee specific matters; Board members have full and timely access to relevant information and professional advice, and its composition and operation are regularly reviewed - The Board is fully responsible for the leadership and control of the Company, specializing in overall corporate strategy and policy[136][142] - The Board has established an Audit Committee, a Nomination and Corporate Governance Committee, and a Remuneration Committee[140][142] Board Composition and Attendance Records of Directors The Board currently comprises two Executive Directors and three Independent Non-Executive Directors; for the year ended March 31, 2025, ten Board meetings were held, with all Directors maintaining high attendance rates - The Board currently comprises two Executive Directors and three Independent Non-Executive Directors[144][145] - For the year ended March 31, 2025, ten full Board meetings were held[144][145] Board Meeting Attendance Records (2024/2025) | Director Name | Board | Audit Committee | Remuneration Committee | Nomination and Corporate Governance Committee | General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wu Chi Lung | 10/10 | N/A | N/A | 2/2 | 1/1 | | Mr. Wu Kei Yau | 10/10 | N/A | 2/2 | N/A | 1/1 | | Ms. Wong Ka Wai | 10/10 | 2/2 | 2/2 | 2/2 | 1/1 | | Mr. Lau Tak Kee | 10/10 | 2/2 | 2/2 | 2/2 | 1/1 | | Mr. Lam Yiu Man | 9/9 | 2/2 | 1/1 | 1/1 | 1/1 | Responsibilities of Directors Independent Non-Executive Directors play a crucial role in strategy formulation and maintaining high corporate governance standards; all Directors have timely access to operational and financial reports and can seek professional advice - Independent Non-Executive Directors play a crucial role in strategy formulation and ensuring the Board maintains high corporate governance standards[151][154] - All Directors have full and timely access to all relevant information and the advice and services of the Company Secretary, and may seek external professional advice[137][142][153][155] Training and Continuous Development for Directors The Company provides comprehensive induction for new Directors and ongoing training through seminars and reading materials to ensure they are aware of the latest regulatory requirements - The Company provides comprehensive induction for each newly appointed Director and offers training through seminars and reading materials[157][158][160] - The Company Secretary continuously updates all Directors on the latest developments in the GEM Listing Rules and other applicable regulatory requirements[153][155] Appointment and Re-election of Directors The Board follows a rotation system where each Director retires by rotation at least once every three years; Mr. Lam Yiu Man's appointment restored the Board's compliance with the GEM Listing Rules regarding the number of Independent Non-Executive Directors - Each Director (including those appointed for a specific term) shall retire by rotation at least once every three years[162][163][168] - The appointment of Mr. Lam Yiu Man as an Independent Non-Executive Director, effective April 17, 2024, restored the Board's compliance with Rule 5.05(1) of the GEM Listing Rules[167][169] Chairman and Chief Executive The roles of Chairman and Chief Executive are separated, with Mr. Wu Chi Lung serving as Chairman of the Board; the Company no longer has a Chief Executive, and daily operations are overseen by Executive Directors and senior management - The roles of Chairman and Chief Executive should be separate and not held by the same individual, with Mr. Wu Chi Lung serving as Chairman of the Board[171][174] - The Company no longer has a Chief Executive, and daily operations and management are overseen by Executive Directors and senior management[172][174] Board Meetings The Board holds regular meetings to discuss and formulate strategic directions, and approve results and other significant matters; meeting notices are issued at least 14 days in advance, with complete and reliable meeting documents provided - The Board holds regular meetings to discuss and formulate overall strategic directions and objectives, and approve annual, interim, and quarterly results[173][175] - Notices for all regular Board meetings are issued to all Directors at least 14 days in advance[176][181] - Board papers, along with all appropriate, complete, and reliable information, are dispatched to all Directors at least three days before each regular meeting[176][181] The Board Committees The Board has established an Audit Committee, a Nomination and Corporate Governance Committee, and a Remuneration Committee, each with clear written terms of reference to oversee specific areas of the Company's affairs - The Board has established an Audit Committee, a Nomination and Corporate Governance Committee, and a Remuneration Committee[140][142] - All Board Committees have established written terms of reference, which are disclosed on the Company's website and the Stock Exchange's website[140][142] Audit Committee The Audit Committee, composed of three Independent Non-Executive Directors, is primarily responsible for ensuring the adequacy and effectiveness of the Group's accounting and financial controls, overseeing risk management and internal control systems, and reviewing financial statements - The Audit Committee comprises three Independent Non-Executive Directors, with Ms. Wong Ka Wai as Chairman[184][187] - Key responsibilities include reviewing the Group's annual, interim, and quarterly results, reviewing the relationship with external auditors, and reviewing the adequacy and effectiveness of the financial reporting system, internal control system, and risk management system[185][189] - The Audit Committee has reviewed the audited consolidated financial results for the year ended March 31, 2025, and considers them to be in compliance with applicable accounting standards and requirements[192][196] Nomination and Corporate Governance Committee The Nomination and Corporate Governance Committee, composed of one Executive Director and three Independent Non-Executive Directors, is primarily responsible for regularly reviewing the Board's structure, size, and composition, identifying qualified director candidates, and making recommendations on director appointments and succession planning; the Group encourages gender diversity - The Nomination and Corporate Governance Committee comprises Executive Director Mr. Wu Chi Lung and three Independent Non-Executive Directors, with Mr. Wu Chi Lung as Chairman[193][197] - Key responsibilities include regularly reviewing the Board's structure, size, and composition, identifying suitable qualified individuals to serve as Directors, and making recommendations to the Board on matters related to the appointment or re-appointment of Directors[194][197][204] - For the year ended March 31, 2025, the Group's employee gender ratio was approximately 76% male and 24% female, and gender diversity is encouraged[200][202] Remuneration Committee The Remuneration Committee, composed of one Executive Director and three Independent Non-Executive Directors, is primarily responsible for determining the specific remuneration packages for all Executive Directors and making recommendations to the Board on the remuneration of Independent Non-Executive Directors and senior management members - The Remuneration Committee comprises Executive Director Mr. Wu Kei Yau and three Independent Non-Executive Directors, with Ms. Wong Ka Wai as Chairman[201][203] - Responsibilities include determining the specific remuneration packages for all Executive Directors and making recommendations to the Board on the remuneration of Independent Non-Executive Directors and senior management members[206][208][210] Directors' and Auditors' Responsibilities for the Financial Statements The Directors confirm their responsibility for preparing the Company's financial statements for the year ended March 31, 2025, ensuring they present a true and fair view of the Group's position; the Auditors' responsibilities are outlined in the Independent Auditor's Report - The Directors confirm their responsibility for preparing the Company's financial statements for the year ended March 31, 2025[211][216] - The Board is responsible for presenting an unbiased, clear, and understandable assessment in the annual, interim, and quarterly reports[212][216] - The Auditors' responsibilities for the consolidated financial statements are set out in the Independent Auditor's Report[213][217] Company Secretary The Company Secretary underwent no less than 15 hours of professional training during the year ended March 31, 2025, to update their skills and knowledge - The Company Secretary underwent no less than 15 hours of professional training during the year ended March 31, 2025[214][218] Risk Management and Internal Control The Board is responsible for the Company's risk management and internal control systems, and reviews their effectiveness through the Audit Committee; the Group has established expenditure approval and control guidelines and implemented an inside information dissemination policy - The Board confirms responsibility for the Company's risk management and internal control systems, and reviews their effectiveness[215][219] - The Group's internal control and risk management systems are designed to provide reasonable assurance against material misstatement or loss[221][225] - The Group has established expenditure approval and control guidelines and procedures, and formulated policies to ensure fair and timely dissemination of inside information to the public[224][226][229][230] Auditors' Remuneration For the year ended March 31, 2025, the Group paid HKD 450,000 to the auditors for audit services, with no non-audit service fees 2025 Auditors' Remuneration | Service Type | Amount (HKD thousands) | | :--- | :--- | | Audit Services | 450 | | Non-audit Services | – | Investors Relations The Board believes that transparent and timely disclosure of information is crucial for shareholders and potential investors to make informed investment decisions, utilizing the company website as a communication platform - Transparent and timely disclosure of the Group's information helps the Company's shareholders and potential investors make the most informed investment decisions[234][238] - The Company maintains a website, www.gf-healthcare.com, as a communication platform with shareholders and potential investors[235][238] Shareholders' Rights Shareholders can submit inquiries to the Board through the contact methods provided by the Company; all resolutions at general meetings will be voted on by poll, and results will be published; shareholders can also requisition an extraordinary general meeting or propose resolutions in accordance with the Articles of Association - Shareholders can submit inquiries to the Board via telephone, fax, email, and postal address[236][239] - All resolutions proposed at general meetings will be voted on by poll in accordance with the GEM Listing Rules, and the voting results will be published after the meeting[237][239] - Shareholders may requisition an extraordinary general meeting or propose resolutions in accordance with Article 58 of the Articles of Association[240][241][242][243] Constitutional Documents The Company's Articles of Association have been amended and restated, and published on the Stock Exchange and the Company's website - The Company's Articles of Association have been amended and restated, effective August 5, 2022[246][248] - The Company has published its latest Articles of Association on the Stock Exchange's website and its own website[246][248] Report of the Directors Date of Incorporation The Company was incorporated in the Cayman Islands on May 28, 2001, and listed on GEM of the Stock Exchange on May 10, 2002 - The Company was incorporated in the Cayman Islands on May 28, 2001[250][257] - The Company's shares were listed on GEM of the Stock Exchange on May 10, 2002[250][257] Principal Activities The Company is an investment holding company, and its subsidiaries are primarily engaged in providing integrated hospital services in China - The Company is an investment holding company, and its subsidiaries are primarily engaged in providing integrated hospital services in China[251][258] Results and Dividends The Group's results for the year ended March 31, 2025, are presented in the consolidated financial statements, and the Board does not recommend a final dividend - The Group's results for the year ended March 31, 2025, are presented in the consolidated financial statements[252][259] - The Board does not recommend paying a final dividend for the year ended March 31, 2025[253][259] Share Capital Details of the changes in the Company's share capital during the year are set out in Note 27 to the consolidated financial statements - Details of the changes in the Company's share capital during the year are set out in Note 27 to the consolidated financial statements[254][260] Reserves Details of the changes in the Company's and the Group's reserves during the year are set out in Note 28 to the consolidated financial statements and the consolidated statement of changes in equity, respectively - Details of the changes in the Company's and the Group's reserves during the year are set out in Note 28 to the consolidated financial statements and the consolidated statement of changes in equity, respectively[255][261] Distributable Reserves As of March 31, 2025, the Company had no distributable reserves; under the Cayman Islands Companies Act, share premium may be distributed as dividends under specific conditions - As of March 31, 2025, the Company had no distributable reserves[263][268] - Under the Cayman Islands Companies Act, share premium may be distributed or paid as dividends to shareholders, provided the Company is able to pay its debts as they fall due in the ordinary course of business immediately following the distribution or payment[263][268] Investment Property The Group made no further investments in investment property during the year - The Group made no further investments in investment property during the year[264][269] Property, Plant and Equipment Details of the changes in the Group's property, plant and equipment during the year are set out in Note 15 to the consolidated financial statements - Details of the changes in the Group's property, plant and equipment during the year are set out in Note 15 to the consolidated financial statements[265][270] Major Customers For the year ended March 31, 2025, no single customer contributed more than 5% of the Group's total revenue, and the total contribution from the five largest customers was also less than 5% - For the year ended March 31, 2025, no single customer contributed more than 5% of the Group's total revenue[266][271] - The total contribution from the five largest customers was less than 5% of the Group's total revenue[266][271] Major Suppliers During the year, the largest supplier's contribution was less than 10% of the Group's total purchases, and the total contribution from the five largest suppliers was less than 30% - During the year, the largest supplier's contribution was less than 10% of the Group's total purchases[272][276] - The total contribution from the five largest suppliers was less than 30% of the Group's total purchases[272][276] Relationships with Key Stakeholders The Group maintains good relationships with key stakeholders including employees, customers, and suppliers, and has not encountered significant employment difficulties or labor disputes - The Group maintains good relationships with key stakeholders including employees, customers, and suppliers[274][277] - During the year, the Group did not experience any major difficulties in employment, significant staff turnover, or major labor disputes[274][277] Environmental Policies The Group has adopted a green hospital development policy and implemented a low-carbon strategy, committed to environmental protection and resource conservation, promoting paperless office practices and environmental recycling - The Group has adopted a green hospital development policy and implemented a low-carbon strategy in all aspects of its operations, in compliance with Chinese government requirements[275][278] - The Group is committed to promoting paperless office practices and environmental recycling[275][278] Compliance with Laws and Regulations The Group fully complies with all laws and regulations and regularly monitors relevant changes to ensure compliance - The Group fully complies with all laws and regulations, and regularly monitors and collects information on changes in laws, regulations, and rules related to the Group's business[280][282] Directors For the year and up to the date of this report, the Company's Directors include Executive Directors Mr. Wu Chi Lung and Mr. Wu Kei Yau, and Independent Non-Executive Directors Ms. Wong Ka Wai, Mr. Lau Tak Kee, and Mr. Lam Yiu Man; Mr. Wu Chi Lung and Ms. Wong Ka Wai will retire by rotation at the upcoming Annual General Meeting and are eligible for re-election - Executive Directors: Mr. Wu Chi Lung (Chairman), Mr. Wu Kei Yau[281][283] - Independent Non-Executive Directors: Ms. Wong Ka Wai, Mr. Lau Tak Kee, Mr. Lam Yiu Man[281][283] - Mr. Wu Chi Lung and Ms. Wong Ka Wai will retire by rotation at the upcoming Annual General Meeting, but are eligible and willing to offer themselves for re-election[281][283][284] Directors' Services Contracts All Directors have entered into one-year appointment letters with the Company, which will be renewed thereafter until terminated by either party with at least one month's written notice - Mr. Wu Chi Lung, Mr. Wu Kei Yau, Ms. Wong Ka Wai, Mr. Lau Tak Kee, and Mr. Lam Yiu Man have all entered into one-year appointment letters with the Company[285][286][287][288][289][291] - The contracts will be renewed thereafter until terminated by either party with at least one month's written notice[285][291] Directors' Interests in Transactions, Arrangements or Contracts of Significance Except for related party transactions, as of March 31, 2025, or at any time during the year, there were no significant transactions, arrangements, or contracts in which any Director or their associated entity had a direct or indirect material interest - Except for related party transactions, there were no significant transactions, arrangements, or contracts in which any Director or their associated entity had a direct or indirect material interest[292][296] Contract of Significance Except as disclosed in this report, neither the Company nor any of its subsidiaries entered into any significant contract with any controlling shareholder or its subsidiaries at any time during the year - Except as disclosed in this report, neither the Company nor any of its subsidiaries entered into any significant contract with any controlling shareholder or its subsidiaries at any time during the year[293][297] Management Contracts No contracts concerning the management and administration of the whole or any substantial part of the Company's business were entered into or existed during the year - No contracts concerning the management and administration of the whole or any substantial part of the Company's business were entered into or existed during the year[294][298] Charitable Donations During the year, the Group made no charitable or other donations - During the year, the Group made no charitable or other donations[295][299] Directors' and Chief Executive's Interests in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of March 31, 2025, Mr. Wu Chi Lung and his spouse, Ms. Zheng Hui Xian, held interests in the Company's shares, primarily through the controlled company Solar Star Global Limited Directors' Interests in Shares and Underlying Shares of the Company (March 31, 2025) | Director Name | Nature of Interest | Number of Shares and Underlying Shares | Position | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Mr. Wu Chi Lung | Interest in controlled corporation | 316,391,892 | Long position | 56.13% | | Mr. Wu Chi Lung | Beneficial owner | 11,800,000 | Long position | 2.09% | | Ms. Zheng Hui Xian | Spouse's interest | 328,191,892 | Long position | 58.22% | - Mr. Wu Chi Lung is deemed to have an interest in 316,391,892 shares through Solar Star Global Limited (50% owned by him)[303][304] - Ms. Zheng Hui Xian, as the spouse of Mr. Wu Chi Lung, is deemed to have an interest in all shares in which Mr. Wu Chi Lung has an interest[303][304] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of March 31, 2025, in addition to the Directors' interests, substantial shareholders including Solar Star Global Limited, Ms. Zheng Hui Xian, New Hope International (Hong Kong) Co., Limited, and its associated entities held interests in the Company's shares Substantial Shareholders' Interests in Shares and Underlying Shares of the Company (March 31, 2025) | Shareholder Name | Number of Shares | Position | Capacity | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Solar Star Global Limited | 316,391,892 | Long position | Beneficial owner | 56.13% | | Ms. Zheng Hui Xian | 328,191,892 | Long position | Spouse's interest | 58.22% | | New Hope International (Hong Kong) Co., Limited | 68,643,507 | Long position | Beneficial owner | 12.18% | | Southern Hope Industrial Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | Ningbo Zhuosheng Investment Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | New Hope Group Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | New Hope Holding Group Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | New Hope Asia Pacific Investment Holding Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | Lhasa Economic Development Zone New Hope Investment Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | Mr. Liu Yonghao | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | Directors' Rights to Acquire Securities Except for the disclosed interests of Directors in shares, no rights were granted to any Director or their spouse or children under 18 during the year, enabling them to benefit from acquiring shares or debentures of the Company or any other body corporate - During the year, no rights were granted to any Director or their respective spouses or children under the age of eighteen, enabling them to benefit from acquiring shares or debentures of the Company or any other body corporate[314][315][318] Share Option Scheme The Company terminated its 2002 and 2011 Share Option Schemes and conditionally adopted a new 2025 Share Option Scheme on May 6, 2025, aiming to attract and retain talent and provide additional incentives; the new scheme stipulates terms such as the total number of shares that can be issued, the maximum quota per participant, exercise period, and subscription price - The 2002 Share Option Scheme was terminated on August 10, 2011, and the 2011 Share Option Scheme expired on the tenth anniversary of its adoption date[316][319][322][325] - The Company conditionally adopted a new 2025 Share Option Scheme on May 6, 2025, which became unconditional on May 13, 2025[324][325] - The 2025 Share Option Scheme aims to attract and retain the Group's best existing talent and provide additional incentives to eligible participants[326][328] - Under the 2025 Share Option Scheme, the total number of shares that can be issued shall not exceed 10% of the issued share capital, with a sub-limit of 3% for service providers[331][332][333][335] Equity-Linked Agreements Except for the 2011 Share Option Scheme and 19,700,000 irredeemable convertible preference shares, the Company did not enter into or have any equity-linked agreements in effect at the year-end that would or might result in the Company issuing shares during the year - Except for the 2011 Share Option Scheme and 19,700,000 irredeemable convertible preference shares, the Company did not enter into or have any equity-linked agreements in effect at the year-end that would or might result in the Company issuing shares during the year[346][348] Purchase, Sale or Redemption of the Company's Listed Shares For the year ended March 31, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the year ended March 31, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[347][349] Pre-emptive Rights There are no provisions in the Articles of Association or the laws of the Cayman Islands concerning pre-emptive rights that would require the Company to offer new shares pro-rata to existing shareholders - There are no provisions in the Articles of Association or the laws of the Cayman Islands concerning pre-emptive rights that would require the Company to offer new shares pro-rata to existing shareholders[351][355] Five Year Financial Summary A summary of the Group's published results and assets, liabilities, and non-controlling interests for the past five financial years is presented on page 184 of this report - A summary of the Group's published results and assets, liabilities, and non-controlling interests for the past five financial years is presented on page 184 of this report[352][356] Related Party Transactions Certain transactions conducted in the ordinary course of business have been disclosed as related party transactions (see Note 34 to the consolidated financial statements), but none constituted related party transactions or continuing related party transactions that were not exempt from compliance with the annual reporting requirements of Chapter 20 of the GEM Listing Rules - Certain transactions conducted in the ordinary course of business have been disclosed as related party transactions (see Note 34 to the consolidated financial statements)[353][357] - None constituted related party transactions or continuing related party transactions that were not exempt from compliance with the annual reporting requirements of Chapter 20 of the GEM Listing Rules[353][357] Dividend Policy The Board adopted a dividend policy on November 8, 2018, aiming to allow shareholders to share in profits while retaining sufficient reserves for future growth; the ability to pay dividends depends on various factors, including operations, financial position, economic environment, and contractual restrictions - The Board adopted a dividend policy on November 8, 2018, aiming to allow shareholders to share in the Group's profits and for the Group to retain sufficient reserves for future growth[354][358] - The Company's ability to pay dividends will depend on the Group's current and future operations, financial position, development channels, prevailing economic environment, contractual restrictions, capital, and other reserve requirements[354][358] Board Diversity Policy The Board adopted a Board Diversity Policy on November 8, 2018, considering various factors including gender, age, cultural and educational background; as of the date of this report, the gender ratio of Board members is 4 males to 1 female, and Board diversity has been achieved - The Board adopted a Board Diversity Policy on November 8, 2018, considering factors such as gender, age, cultural and educational background, race, integrity, management experience, technical skills, industry, or professional knowledge and experience[359][363] - As of the date of this report, the gender ratio of Board members is 4 males to 1 female[359][363] - The Nomination Committee has reviewed the Board Diversity Policy and believes that the Group achieved Board diversity for the year ended March 31, 2025[360][364] Nomination Policy The Board adopted a Nomination Policy on November 8, 2018, outlining the methods, procedures, processes, and criteria for identifying director nominations, and making recommendations on director appointments, re-appointments, and succession planning; the Nomination Committee has reviewed the Nomination Policy and considers it effective - The Board adopted a Nomination Policy on November 8, 2018, outlining the methods, procedures, processes, and criteria for identifying director nominations[361][365] - The Nomination Committee, when evaluating candidates, refers to their experience in the Company's principal business and/or industry, the balance of skills, knowledge, and experience on the Board, and various aspects outlined in the Board Diversity Policy[362][365] - The Nomination Committee has reviewed the Nomination Policy to ensure its effectiveness and believes that the Board possessed a balance of professional knowledge, skills, and experience required for the Company's business for the year ended March 31, 2025[367][373] Remuneration Policy The Group's employee remuneration policy is formulated by the Remuneration Committee based on employee merit, qualifications, and abilities; the Directors' remuneration policy is determined by the Remuneration Committee after considering the Group's operating results, individual performance, and comparable market statistics - The Group's employee remuneration policy is formulated by the Remuneration Committee based on employee merit, qualifications, and abilities[368][374] - The Directors' remuneration policy is determined by the Remuneration Committee after considering the Group's operating results, individual performance, and comparable market statistics[368][374] Corporate Governance The Company has applied and complied with the Corporate Governance Code as set out in Appendix C1 of the Listing Rules - The Company has applied and complied with the Corporate Governance Code as set out in Appendix C1 of the Listing Rules[369][375] Sufficiency of Public Float Based on publicly available information, as of the date of this report, the percentage of shares held by the public exceeds 25% of the total issued shares - As of the date of this report, the percentage of shares held by the public exceeds 25% of the total issued shares[370][376] Events After the End of the Reporting Period Details of significant events after the end of the reporting period are set out in Note 38 to the consolidated financial statements - Details of significant events after the end of the reporting period are set out in Note 38 to the consolidated financial statements[371][377] Indemnity of Directors Approved indemnity provisions for liabilities incurred by Directors remain in force and were effective throughout the year ended March 31, 2025 - Approved indemnity provisions for liabilities incurred by Directors remain in force and were effective throughout the year ended March 31, 2025[372][378] Business Review Further discussion and analysis of the Group's business, including principal risks and uncertainties, and indications of future business developments, are provided in the "Management Discussion and Analysis" section of this report - Further discussion and analysis of the Group's business are provided in the "Management Discussion and Analysis" section of this report[379][382] Review of the Final Results by Audit Committee The Audit Committee has reviewed the Group's audited consolidated financial results for the year ended March 31, 2025, and considers them to be prepared in compliance with applicable accounting standards and requirements, with adequate disclosures - The Audit Committee has reviewed the Group's audited consolidated financial results for the year ended March 31, 2025[380][383] - The Audit Committee believes that the preparation of these results complied with applicable accounting standards and requirements and included adequate disclosures[380][383] Auditors The Group's consolidated financial statements for the year ended March 31, 2025, were audited by National Alliance CPA Limited, who will retire at the upcoming Annual General Meeting and are eligible and willing to be re-appointed - The Group's consolidated financial statements for the year ended March 31, 2025, were audited by National Alliance CPA Limited[381][384] - The auditors will retire at the upcoming Annual General Meeting and are eligible and willing to be re-appointed[381][384] Independent Auditors' Report Opinion The auditors believe that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards, and have been properly prepared in compliance with the disclosur