三爱健康集团二零二四年年报

CONTENTSCorporate Information2Management Discussion and Analysis4Corporate Governance Report16Directors’ Biographies32Directors’ Report38Independent Auditor’s Report59Consolidated Statement of Profit or Loss67Consolidated Statement of Profit or Loss andOther Comprehensive Income69Consolidated Statement of Financial Position70Consolidated Statement of Changes in Equity72Consolidated Statement of Cash Flows74Notes to the Consolidated Financial Statements76Five-Year Financial Summary201 Corporate Information BOARD OF DIRECTORSExecutive Directors Mr. Chen ChengqingProfessor Zhang RongqingMr. Yuan ChaoyangMr. She HaoMr. Xie Haijing(appointed with effect from 28 June 2024) Mr. Gao Borui(resigned with effect from 28 June 2024) Non-executive DirectorMr. Xiu Yuan(resigned with effect from 28 June 2024) Independent Non-executive Directors Professor Zhu Yi ZhunMr. Khor Khie Liem AlexMs. Tsui Yuen Tan(appointed with effect from 10 December 2024) Mr. Zhang Ruigen(resigned with effect from 10 December 2024) COMPANY SECRETARY Ms. Chan Yuen Fong(appointed with effect from 1 January 2025) Ms. Li Yuen Shan(resigned with effect from 1 January 2025) AUTHORIZED REPRESENTATIVES Mr. She HaoMs. Chan Yuen Fong(appointed with effect from 1 January 2025)Ms. Li Yuen Shan(resigned with effect from 1 January 2025) AUDIT COMMITTEE Mr. Khor Khie Liem Alex(Chairman)Professor Zhu Yi ZhunMs. Tsui Yuen Tan(appointed with effect from 10 December 2024) Mr. Zhang Ruigen(resigned with effect from 10 December 2024) REMUNERATION COMMITTEE Mr. Khor Khie Liem Alex(Chairman)Professor Zhang RongqingProfessor Zhu Yi ZhunMs. Tsui Yuen Tan(appointed with effect from 10 December 2024) Mr. Zhang Ruigen(resigned with effect from 10 December 2024) NOMINATION COMMITTEE Ms. Tsui Yuen Tan(Chairman) (appointed with effect from10 December 2024)Professor Zhang RongqingProfessor Zhu Yi ZhunMr. Khor Khie Liem AlexMr. Zhang Ruigen(resigned with effect from 10 December 2024) AUDITOR Forvis Mazars CPA Limited(formerly known as Mazars CPA Limited) HONG KONG LEGAL ADVISOR 183401 Commerce & Finance Law Officesin Association with Eric Chow & Co3401, Alexandra House18 Chater RoadCentral, Hong Kong PRINCIPAL BANKERS Nanyang Commercial Bank LimitedHang Seng Bank LimitedChina Construction BankIndustrial and Commercial Bank of China LimitedChina Citic Bank Corporation Limited REGISTERED OFFICE Grand PavilionHibiscus Way802 West Bay RoadP.O. Box 31119KY1-1205Cayman Islands Grand PavilionHibiscus Way802 West Bay RoadP.O. Box 31119KY1-1205Cayman Islands PRINCIPAL PLACE OF BUSINESS IN HONG KONG 5775 Unit 5, 7/F.Nanyang Plaza57 Hung To RoadKwun TongKowloon, Hong Kong SHARE REGISTRARS AND TRANSFER OFFICES Principal share registrar and transfer officeRoyal Bank of Canada Trust Company (Cayman) Limited Royal Bank of Canada Trust Company(Cayman) Limited4th Floor, Royal Bank House24 Shedden Road, George TownGrand Cayman KY1-1110Cayman Islands 4th Floor, Royal Bank House24 Shedden Road, George TownGrand Cayman KY1-1110Cayman Islands 18317M Hong Kong branch share registrar and transfer officeComputershare Hong Kong Investor Services Limited17M FloorHopewell Centre183 Queen’s Road EastWanchai, Hong Kong 1889 STOCK CODE1889 www.1889hk.com WEBSITEwww.1889hk.com MANAGEMENTDISCUSSION ANDANALYSIS Management Discussion and Analysis BUSINESS REVIEW During the year ended 31 December 2024 (the “ReportingPeriod”), the Group was principally engaged in three businesses: (i)pharmaceutical products business; (ii) finance leasing business; (iii)genetic testing and molecular diagnostic services (ceased businesssince 1 June 2024 and was reclassified as a discontinued operation).The three businesses are stated as below: (i)(ii)(iii) Pharmaceutical Products Business Since August 2022, Fujian Rui Chuang Health Industry CompanyLimited* () (“Fujian Rui Chuang”), theCompany’s indirect wholly-owned subsidiary, has remained to bethe core production centre as well as the exclusive sales channelof the Group’s own developed pharmaceutical products during theReporting Period. The very substantial increase in the general costas well as a shortage in the volume of supply of traditional Chineseherbal materials in the PRC since the start of the year of 2023 whichhas adversely affected the gross profit margin as well as the volumeof the sales of our own developed pharmaceutical products continuedin the Reporting Period. In view of the continuous deterioration ingross profit margin and the gradual decrease in the sales volume ofour own developed pharmaceutical products, the management hasdecided to downsize the production capacity of Fujian Rui Chuang in2025, as such a write-off of RMB1,780,000 and RMB731,000 of FujianRui Chuang’s property, plant and equipment and right-of-use assetsrespectively have been made. 1,780,000731,000 Fujian Zhixin Medicine Co., Limited* () (“FujianZhixin”), an indirect wholly-owned subsidiary of the Company,acts as a sales agent nationwide for he