Financial Performance - The Group's revenue decreased to approximately HK$11.1 million for the Financial Year, down from approximately HK$15.2 million in the Previous Financial Year, representing a decline of about 27.2%[9] - Profit attributable to the owners of the Company for the Financial Year was approximately HK$45.8 million, compared to a loss of approximately HK$204.9 million in the Previous Financial Year, marking a significant turnaround[9] - The Group's revenue for the Financial Year was approximately HK$11,145,000, a decrease of approximately 26.6% compared to HK$15,189,000 in the Previous Financial Year[18] - The profit attributable to the owners of the Company was approximately HK$45,803,000, compared to a loss of HK$204,939,000 in the Previous Financial Year, primarily due to a non-cash item from the completion of the second amendment of Convertible Bonds[18] - The Group's bank and cash balances as of March 31, 2022, were approximately HK$4.1 million, down from approximately HK$9.0 million as of March 31, 2021[46] - Total borrowings of the Group were approximately HK$987.6 million as of March 31, 2022, compared to approximately HK$1,037.3 million as of March 31, 2021[46] - The current assets to current liabilities ratio improved to 0.19 as of March 31, 2022, from 0.04 as of March 31, 2021[46] - The Group's gearing ratio as of March 31, 2022, was 0.72, slightly down from 0.75 as of March 31, 2021[46] - The Group does not recommend the payment of a final dividend for the Financial Year, and there are no arrangements for any shareholder to waive dividends[160] - As of March 31, 2022, the Group had no distributable reserves, compared to Nil on March 31, 2021[164] Research and Development - The launch of the oral insulin product is postponed to mid-2024 due to disruptions caused by COVID-19 lockdowns in certain areas of China[9] - The management team is working with contract research organizations to expedite the clinical trial progress once lockdowns are lifted[12] - The in-process research and development project for an oral insulin product is recorded as an intangible asset with a carrying value of HK$1,373,224,000[21] - The recoverable amount of the intangible asset is estimated to be higher than its carrying amount, indicating no impairment is necessary as of March 31, 2022[21] - The Clinical Trial for the oral insulin product commenced patient enrolment in July 2020, with 266 patients enrolled by the end of the Financial Year[23] - The product is expected to be launched in the market by mid-2024, with anticipated strong demand due to the growing diabetic population in China[23] - The product is expected to be the first oral insulin drug available in the market and will be protected for a period of 5 years under current regulations in China[23] - The Group has invited 24 hospitals to participate in the Clinical Trial, with 19 hospitals accepting the invitation[23] - The Clinical Trial testing of the Product commenced in July 2020, with revenue generation now expected to start in mid-2024, delayed from mid-2023[42] Business Environment and Strategy - The business environment is expected to remain challenging due to ongoing COVID-19 impacts and geopolitical tensions, affecting the recovery timeline for the Group's beauty equipment and products business[11] - The Group aims to improve its attractiveness and profitability as necessary to support sustainable long-term growth[13] - The Group anticipates a gradual recovery in trading business as the effects of COVID-19 fade, with a focus on Hong Kong and China markets[41] - The Group has not made any significant investments or material acquisitions during the Financial Period[49] - The Group maintains a prudent strategy in foreign exchange risk management, balancing foreign currency assets against liabilities[51] - The Group will continue to monitor foreign currency exposure and consider hedging if necessary[51] - The Group competes by offering more favorable trading terms to suppliers compared to competitors[41] Corporate Governance - The company has adopted the Corporate Governance Code and complied with all provisions except for certain deviations discussed in the report[82] - The role of chief executive officer remains vacant as no suitable candidate has been identified, with the company actively seeking a replacement[88] - The board composition includes a balance of executive and non-executive directors, ensuring diverse expertise and independent judgment[85] - The company has confirmed that all directors complied with the Model Code regarding securities transactions throughout the financial year[82] - The company ensures that new directors understand their roles and responsibilities through orientation programs[96] - The Remuneration Committee held 1 meeting during the financial year, with all members attending[106] - The Nomination Committee also held 1 meeting during the financial year, with full attendance from its members[109] - The directors are committed to representing the long-term interests of the company and its shareholders despite the absence of specified terms for non-executive directors[100] - The primary functions of the Remuneration Committee include advising shareholders on service contract terms and determining senior management remuneration[101] - The Nomination Committee's major role is to formulate policies for nominating candidates for the Board and assessing the independence of non-executive directors[111] Audit and Financial Reporting - The Company confirms that the consolidated financial statements are prepared in accordance with statutory requirements and applicable accounting standards[120] - The directors acknowledge their responsibility for preparing the consolidated financial statements and confirm no material uncertainties affecting the Company's ability to continue as a going concern[120] - The Audit Committee is composed of three independent non-executive directors, ensuring at least one member has appropriate professional qualifications[125] - The Group's consolidated financial statements for the Financial Year have been reviewed by the Audit Committee[133] - The Audit Committee held 2 meetings during the Financial Year[134] - The Board has reviewed the internal control procedures of the Group and considers the risk management and internal control systems to be adequate and effective[137] - The Group's internal audit function is performed by an outsourced internal audit team, which reports directly to the Audit Committee[141] - The internal audit findings and recommendations for improvement will be communicated to the respective management for their responses and corrective actions[141] - The Group's management team monitors the implementation of internal audit recommendations and reports the outcome to the Audit Committee[141] Shareholder Information - Shareholders holding at least one-tenth of the paid-up capital have the right to requisition a special general meeting[142] - An annual general meeting requires a written notice of not less than twenty-one clear days[145] - Shareholders may propose a person for election as a director by depositing a written notice to the principal office[145] - The procedures for shareholders to propose candidates for election to the Board are published on the Company's website[116] - One-third of the directors are subject to retirement by rotation at least once every three years[169] - Ms. Jiang Nian, Mr. Gao Yuan Xing, and Ms. Chen Weijun are eligible for re-election at the upcoming annual general meeting[169] Director and Management Information - Mr. Gao Yuan Xing has been an executive director since January 4, 2016, previously serving as chairman and executive director of North Mining Shares Company Limited[62] - Mr. Tang Rong has extensive experience in genetics technology development and has filed several patents in China[62] - Ms. Jiang Nian has been a non-executive director and chairman since December 21, 2010, with experience in administrative management in genomics research[62] - Ms. Xiao Yan has served as an administrative manager since 2002 and has experience in medical services and general administration[65] - Ms. Wu Yanmin has been involved in general administrative duties since 2001 and has extensive experience in investment management[66] - Ms. Chen Weijun has over 30 years of experience in accounting, finance, and audit services, serving as the chairman of the audit committee since November 6, 2009[67] - Mr. Wang Rongliang has extensive experience in operation and administrative management, serving as an independent non-executive director since June 8, 2011[68] - Mr. Chen Jinzhong has over 25 years of experience in genetics and research and development, appointed as an independent non-executive director on February 1, 2021[72] - Mr. Poon Hon Yin has been the company secretary and financial controller since May 14, 2013, and is a qualified Certified Public Accountant[74] - Dr. Mao Yumin has been appointed as the chief scientific adviser since September 1, 2010, focusing on genetic testing products and has extensive experience in genomic research[79] Share Capital and Equity - Dr. Mao directly holds 363,200,000 ordinary shares and has derivative shares totaling 899,000,000, which will be issued upon exercising conversion rights of convertible bonds amounting to HK$359,600,000[1] - Dr. Mao receives a monthly service fee of HK$56,000 for providing advisory and consultancy services related to the Group's genetic testing products and scientific technologies[189] - The equity interest of Best Champion Holdings Limited is owned as to 33.50% by United Gene Holdings Limited, 33.50% by Ease Gold Investments Limited, and 33.00% by Victory Trend Limited[4] - China United Gene Investment Holdings Limited is owned as to 60% by Best Champion Holdings Limited[5] - The Company has no provisions for pre-emptive rights under its bye-laws or Bermuda laws, meaning new shares are not offered on a pro-rata basis to existing shareholders[198] - No equity-linked agreements that may result in the Company issuing shares were entered into during the year or existed at the end of the year, other than the disclosed convertible bonds[199]
领航医药生物科技(00399) - 2022 - 年度财报