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EMINENT TECHNOLOGIES (HK) LIMITED

REPORT OF THE SOLE DIRECTOR

AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


EMINENT TECHNOLOGIES (HK) LIMITED
REPORT OF THE SOLE DIRECTOR

The sole director presents his report and the audited financial statements of Eminent Technologies (HK)
Limited (the “Company”) for the year ended 31 December 20232.

Principal activity

The principal activity of the Company is investment holding.

Results and appropriations

The results for the year are set out in the income statement on page 6.

The state of affairs of the Company at 31 December 20232 is set out in the statement of financial position
on page 7.

The sole director dodoes not recommend the payment of a final dividend to the members on the register
of members as at date of approval of these financial statements.

Share capital

Details of the share capital of the Company are set out in note 9 to the financial statements.

Director

The director of the Company during the year and up to the date of this report is:

Luo Jun

In accordance with the provisions of the Company’s Articles of Association, the director retired and,
being eligible, offers himself for re-election.

Director’s service contracts

No director proposed for re-election at the forthcoming annual general meeting has a service contract
which is not determinable by the Company within one year without payment of compensation (other than
statutory compensation).

Director’s interests in contracts of significance

No contracts of significance in relation to the Company’s business to which the Company, any of its
subsidiary, fellow subsidiaries or holding companies, was a party and in which the sole director of the
Company have a material interest, whether directly or indirectly, subsisted at the end of the year or at any
time during the year.

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EMINENT TECHNOLOGIES (HK) LIMITED
REPORT OF THE SOLE DIRECTOR (CONTINUED)

Business review

Business review has not been prepared as the Company is a wholly-owned subsidiary of another body
corporate during the year, which is qualified for the reporting exemption under section 388(3) of the
Companies Ordinance.

Share Option Schemes and arrangement to enable director to acquire shares

The Company’s intermediate holding company, Kaisa Health Group Holdings Limited (“Kaisa Health”),
has a share option scheme (the “Scheme”) under which the directors of Kaisa Health may grant options to
eligible participants, including any full-time or part-time employees, consultants, potential employees,
executives or officers (including executive, non-executive and independent nonexecutive directors) of
Kaisa Health and its subsidiaries, to subscribe for shares in Kaisa Health.

Pursuant to an ordinary resolution passed in Kaisa Health’s special general meeting on 22 July 2020, the
shareholders approved the adoption of the Scheme for a period of 10 years commencing from 22 July
2020 as incentive or reward to the participants for their contribution or potential contribution.

Particulars of the outstanding share options which were granted to the sole director of the Company under
the Scheme are as follows:

Number of share options


outstanding at
31 December 31 December
Name Date of grant Exercisable period Exercise price 20232 20221
HK$

Mr. Luo Jun 22 July 2020 22 July 2021 to


21 July 2030 0.196 [*]40,000,000 40,000,000

No share options were granted, exercised, lapsed nor cancelled under the Scheme during the year ended
31 December 20232 and 20221.

Save as disclosed above, at no time during the year was the Company, any of its holding companies,
subsidiary or fellow subsidiaries, a party to any arrangements to enable the sole director of the Company
to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other
body corporate.

Auditor

Elite Partners CPA Limited has been appointed as the auditor of the Company with effect from 11 July
20232 to fill the casual vacancy following the resignation of Grant Thornton Hong Kong Limited.

The financial statements for the year ended 31 December 20232 were audited by Elite Partners CPA
Limited who will retire and, being eligible, offer themselves for re-appointment. A resolution will be
proposed at the forthcoming annual general meeting of the Company to re-appoint Elite Partners CPA
Limited as the auditor of the Company.

Luo Jun
Director
Hong Kong, 28 March 20243

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBER OF
EMINENT TECHNOLOGIES (HK) LIMITED
(Incorporated in Hong Kong with limited liability)

Opinion

We have audited the financial statements of Eminent Technologies (HK) Limited (the “Company”) set
out on pages 6 to 12, which comprise the statement of financial position as at 31 December 202 32, and
the income statement for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies.

In our opinion, the financial statements are prepared, in all material respects in accordance the Hong
Kong Small and Medium-Sized Entity Financial Reporting Standard (“SME-FRS”) issued by the Hong
Kong Institute of Certified Public Accountants (the “HKICPA”) and have been properly prepared in
compliance with the Hong Kong Companies Ordinance.

Basis for Opinion

We conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) and with
reference to Practice Note 900 (Revised), “Audit of Financial Statements Prepared in Accordance with
the Small and Medium-Sized Entity Financial Reporting Standard” issued by the HKICPA. Our
responsibilities under those standards are further described in the “Auditor’s Responsibilities for the
Audit of the Financial Statements” section of our report. We are independent of the Company in
accordance with the HKICPA’s “Code of Ethics for Professional Accountants” (the “Code”), and we have
fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 3(a) in the financial statements, which indicates that the Company has net
current liabilities and net liabilities of HK$[*]23,410,873 and HK$[*]33,556 respectively as of 31
December 20232. As stated in Note 3(a), these events or conditions, along with other matters as set forth
in Note 3(a), indicate that a material uncertainty exists that may cast significant doubt on the Company’s
ability to continue as a going concern. Our opinion is in respect of this matter.

Other Matter

The financial statements of the Company for the year ended 31 December 20221, were audited by another
auditor who expressed an unmodified opinion or those statements on 20 April 20232.

Information Other than the Financial Statements and Auditor’s Report Thereon

The sole director is responsible for the other information. The other information comprises the
information included in the sole director’s report, but does not include the financial statements and our
auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

3
INDEPENDENT AUDITOR’S REPORT (CONTINUED)

TO THE MEMBER OF
EMINENT TECHNOLOGIES (HK) LIMITED
(Incorporated in Hong Kong with limited liability)

Information Other than the Financial Statements and Auditor’s Report Thereon (Continued)

In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Director’s for the Financial Statements

The sole director is responsible for the preparation of the financial statements that give a true and fair
view in accordance with SME-FRS issued by the HKICPA and compliance with the Hong Kong
Companies Ordinance, and for such internal control as the sole director determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or
error.

In preparing the financial statements, the sole director is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the sole director either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so. The director is responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. This report is made solely to you, as a body, in accordance with section 405 of the
Hong Kong Companies Ordinance and for no other purpose. We do not assume responsibility towards or
accept liability to any other person for the contents of this report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.

As part of an audit in accordance with HKSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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INDEPENDENT AUDITOR’S REPORT (CONTINUED)

TO THE MEMBER OF
EMINENT TECHNOLOGIES (HK) LIMITED
(Incorporated in Hong Kong with limited liability)

Auditor’s Responsibilities for the Audit of the Financial Statements (Continued)

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the sole director.

 Conclude on the appropriateness of the sole director’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as
a going concern.

We communicate with the sole director regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

Elite Partners CPA Limited


Certified Public Accountants
Hong Kong, 28 March 20243

Yip Kai Yin


Practising Certificate Number: P07854

5
EMINENT TECHNOLOGIES (HK) LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 20232

Notes 20232 20221


HK$ HK$

Revenue 4 [*]- -

Administrative expenses [*](1,750) (1,750)(10,999)

Loss before income tax 5 [*](1,750) (1,750)(10,999)

Income tax expense 6 [*]- -

Loss for the year [*](1,750) (1,750)

6
The accompanying notes form an integral part of these financial statements.

7
EMINENT TECHNOLOGIES (HK) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 20232

Notes 20232 20221


HK$ HK$
ASSETS AND LIABILITIES
Non-current assets
Investment in a subsidiary 7 [*]23,377,317
23,377,31723,377,317

Current assets
Amount due from an immediate holding company 8 [*]1 11
Amount due from a fellow subsidiary 8 [*]3,932,750
3,932,7503,932,750
Bank balances and cash [*]80,768 80,76882,518

[*]4,013,519
4,013,5194,015,269

Current liabilities
Amounts due to an intermediate holding company 8 [*]27,424,392
27,424,39227,424,392

Net current liabilities [*](23,410,873) (23,410,873)


(23,409,123)

Net liabilities [*](33,556) (33,556) (31,806)

EQUITY
Share capital 9 [*]1 11
Accumulated losses [*](33,557) (33,557)
(31,807)

Capital deficiencies [*](33,556) (33,556)


(31,806)

The financial statements on pages 6 to 12 were approved and authorised for issue by the sole director on
28 March 20243 and are signed by:

Luo Jun
Director

8
The accompanying notes form an integral part of these financial statements.

9
EMINENT TECHNOLOGIES (HK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 20232

1. GENERAL

The Company was incorporated in Hong Kong with limited liability. The addresses of the registered
office and principal place of business of the Company are 30/F, The Center, 99 Queen’s Road Central,
Hong Kong.

The Company’s immediate holding company is Mega Eminent Limited, a limited liability company
incorporated in the British Virgin Islands. The sole director considers the ultimate holding company to
be Kaisa Group Holdings Ltd., which was incorporated in the Cayman Islands and its shares are listed
on The Stock Exchange of Hong Kong Limited.

The Company is engaged in investment holding.

The financial statements for the year ended 31 December 20232 were approved for issue by the sole
director on 28 March 20243.

2. FIRST TIME ADOPTION OF SMALL AND MEDIUM-SIZED ENTITY FINANCIAL


REPORTING STANDARD (“SME-FRS”)

In this year, the Company firstly adopts SME-FRS. The Company used to prepare its annual financial
statements in compliance with Hong Kong Financial Reporting Standards (“HKFRSs”). The transition
from HKFRSs to SME-FRS has changed the presentation of the financial statements and the following
accounting policies. The comparatives have been amended as required in accordance with the relevant
requirements.

Changes in the presentation of financial statements

The statement of profit or loss and other comprehensive income has been replaced by income
statement which has been presented in accordance with the Hong Kong Companies Ordinance and
SME-FRS. The presentation of the statement of financial position has been changed in accordance
with the Hong Kong Companies Ordinance and SME-FRS. The statement of changes in equity and
statement of cash flows have been removed. The notes to financial statements have been revised in
accordance with the Hong Kong Companies Ordinance and SME-FRS.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated.

(a) Basis of preparation

The Company qualifies for the reporting exemption as a small private company under section
359(1)(a) of the Hong Kong Companies Ordinance (cap.622) and is therefore entitled to prepare
and present its financial statements in accordance with the SME-FRS issued by Hong Kong
Institute of Certified Public Accountants.

As the Company is a holding company that is a wholly owned subsidiary of Mega Eminent
Limited, it satisfies the exemption criteria set out in section 379(3)(a) of the Companies
Ordinance, and is therefore not required to prepare consolidated financial statements.
EMINENT TECHNOLOGIES (HK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 20232

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a) Basis of preparation (Continued)

In addition, the Company is an indirect wholly-owned subsidiary of Kaisa Health Group


Holdings Limited (“Kaisa Health”), a company incorporated in Bermuda. As Kaisa Health
prepares financial statements in compliant with HKFRSs which are available for public use and
obtainable in its registered office, and accordingly, the Company is exempted from preparing
financial statements in accordance with SME-FRS Section 19 “Consolidated and Company-Level
Financial Statements”. These financial statements are the separate financial statements of the
Company.

The significant accounting policies that have been used in the preparation of these financial
statements are summarised below. These policies have been consistently applied to all the years
presented unless otherwise stated.

The financial statements have been prepared on the historical cost basis except for certain
financial instruments that are measured at fair value. The measurement bases are fully described
in the accounting policies below.

In preparing the financial statements, the director of the Company has given consideration to the
future liquidity of the Company in light of its net current liabilities and capital deficiencies of
HK$[*]23,410,873 and HK$[*]33,556 as at 31 December 20232. These indicate conditions which
may cast significant doubt about the Company’s ability to continue as a going concern. The
financial statements have been prepared on the assumption that the Company will continue to
operate as a going concern notwithstanding the conditions prevailing as at 31 December 202 32
and subsequently thereto up to the date of approval of these financial statements. The going
concern basis has been adopted on the basis that (i) Kaisa Health Group Holdings Limited, the
Company’s intermediate holding company, will continue to provide the Company with the
adequate financial support to meet the Company’s liabilities and commitments as and when they
fall due, and (ii) the Company’s intermediate holding company has confirmed that it does not
intend to demand repayment from the Company for the amount due to it (note 8) until such time
when repayment will not affect the Company’s ability to repay other creditors in the normal
course of business. The financial statements do not include any adjustments that would result
from a failure of the Company to operate as a going concern.

Should the Company be unable to continue in business as a going concern, adjustments would
have to be made in the financial statements to restate the values of the assets to their recoverable
amounts, to provide for any further liabilities which might arise. The effect of these potential
adjustments has not been reflected in the financial statements.

(b) Bank balances and cash

Bank balances and cash include cash in hand, deposits held at call with banks and other short-
term highly liquid investments with original maturities of three months or less.

11
EMINENT TECHNOLOGIES (HK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 20232

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c) Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is
exposed, or has rights, to variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. When assessing whether the Company
has power over the entity, only substantive rights relating to the entity (held by the Company and
others) are considered.

Investment in a subsidiary is recorded at cost less any impairment losses unless the investment is
held for sale or included in a disposal group. The result of the subsidiary is accounted for by the
Company on the basis of dividends received and receivable at the end of the reporting period. All
dividends whether received out of the investee’s pre or post-acquisition profits are recognised in
the Company’s profit or loss.

(d) Other payables

Other payables are obligations in the basis of normal credit terms and do not bear interest.

(e) Taxation

Income tax expense represents current tax expense. The income tax payable represents the
amount expected to be paid to the taxation authority using tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period.

Deferred tax is not provided.

(f) Related parties

(a) A person, or a close member of that person’s family, is related to the Company if that
person:

(i) has control or joint control over the Company;


(ii) has significant influence over the Company; or
(iii) is a member of the key management personnel of the Company or the Company’s
parent.

(b) An entity is related to the Company if any of the following conditions applies:

(i) the entity and the Company are members of the same group (which means that
each parent, subsidiary and fellow subsidiary is related to the others);
(ii) one entity is an associate or joint venture of the other entity (or an associate or joint
venture of a member of a group of which the other entity is a member);
(iii) both entities are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of
the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either
the Company or an entity related to the Company;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity); or
(viii) the entity, or any member of a group of which it is a part, provides key
management personnel services to the Company or to the Company’s parent.
12
EMINENT TECHNOLOGIES (HK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 20232

4. REVENUE

The Company did not derive any revenue for both years.

5. LOSS BEFORE INCOME TAX

Loss before income tax has been arrived at after charging:


20232 20221
HK$ HK$

Auditor’s remuneration [*]- -


Director’s remuneration [*]- -

Notes :
(i) Auditor’s remuneration and director’s emoluments as disclosed pursuant to section 383(1)
of the Companies Ordinance and Part 2 of the Companies (Disclosure of Information about
Benefits of Directors) Regulation for the years are borne by the Company’s intermediate holding
company.

6. INCOME TAX EXPENSE

No Provision for Hong Kong profits has been made for both years as the Company has no assessable
profits arising in Hong Kong.

7. INTERESTS IN A SUBSIDIARY
20232 20221
HK$ HK$
Unlisted shares, at cost [*]23,377,317 23,377,317

Details of the Company’s subsidiary at 31 December 20232 and 20221 are as follows:
Place of Particulars of Attributable
incorporation/ registered equity interests
Name of company establishment capital of the Company Principal activities
20232 20221
Directly held

美加健康科技 People’s Republic RMB20,000,000 [*]100% 100% Medical consultation


(深圳)有限公司 of China (“PRC”) and medical
Mega Health technology
Technology development
(Shenzhen)
Limited*

* The English name is translated for identification purpose only.

8. AMOUNTS DUE FROM/TO AN IMMEDIATE HOLDING COMPANY/ AN


INTERMEDIATE HOLDING COMPANY/ A FELLOW SUBSIDIARY

The amounts are unsecured, interest-free and repayable on demand.

13
EMINENT TECHNOLOGIES (HK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 20232

9. SHARE CAPITAL
Number of
share HK$

Issued and fully paid:


As at 1 January 20221, 31 December 20221,
1 January 20232 and 31 December 20232 [*]1 [*]1

10. RELATED PARTY TRANSACTIONS

Other than the transactions and balances with related parties as disclosed in the respective notes, the
Company does not have any significant related party transactions during the years ended 31
December 20232 and 31 December 20221.

11. CHANGE IN EQUITY

Share Accumulated
capital losses Total
HK$ HK$ HK$
As at 1 January 20232 [*]1 [*] (31,807) [*] (31,806)
Loss for the year [*]- [*] (1,750) [*](1,750)

As at 31 December 20232 [*]1 [*](33,557) [*] (33,556)

- End of Notes -

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