Proceeds Utilization - As of the announcement date, HKD 8.6 million of the net proceeds from the listing for organic development remains unused, with plans to utilize it by December 31, 2025[5]. - As of the announcement date, HKD 7.6 million of the net proceeds from the rights issue for medical beauty equipment registration remains unused, with plans to utilize it by March 31, 2026[6]. - The delay in utilizing the remaining proceeds is primarily due to the inability to identify suitable medical beauty institutions in Shanghai during the COVID-19 period from 2021 to 2024[5]. - The company aims to establish a medical beauty hospital in Shanghai to enhance customer confidence and brand influence[5]. - The company will continue to report the progress of the use of the proceeds to its shareholders and investors[6]. Share Options - The share options granted on August 23, 2021, had a closing price of HKD 0.485 and a fair value of HKD 0.080[7]. - The share options granted on August 29, 2022, had a closing price of HKD 0.167 and a fair value of HKD 0.076[7]. - The share options granted on January 26, 2024, had a closing price of HKD 0.112 and a fair value of HKD 0.079[7]. - The share options granted on February 23, 2024, had a closing price of HKD 0.122 and a fair value of HKD 0.082[7]. Supplementary Information - The supplementary information does not affect any other information contained in the 2024 annual report[8].

公司名稱: 瑞麗醫美國際控股有限公司(於開曼群島註冊成立的有限公司) FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 呈交日期: 2025年10月6日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02135 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | 1,000,000,000 | | USD | | 0.05 USD | | 50,000,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | | 1,000,000,000 | USD | | 0.05 USD | | 50,000,000 | ...

[Company Information](index=2&type=section&id=Company%20Information) [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) This section details the composition of the Board of Directors and its Audit, Nomination, Remuneration, and Strategic Investment Committees - The Board of Directors includes executive directors such as **Mr. Fu Haishu (Chairman)**, **Mr. Song Jianliang (CEO)**, and **Mr. Wang Ying**, as well as independent non-executive directors like **Mr. Cao Dequan**, **Mr. Liu Teng**, and **Ms. Yang Xiaofen**[5](index=5&type=chunk) - **Mr. Liu Teng** chairs the Audit Committee, **Mr. Fu Haishu** chairs the Nomination and Strategic Investment Committees, and **Mr. Cao Dequan** chairs the Remuneration Committee[5](index=5&type=chunk) [Registered Office and Principal Place of Business](index=3&type=section&id=Registered%20Office%20and%20Principal%20Place%20of%20Business) The company's registered office is in the Cayman Islands, with its headquarters and main China operations in Hangzhou, and its principal Hong Kong office in Tsuen Wan - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in China located at Civil Aviation Building, No. 290 Zhongshan North Road, Gongshu District, Hangzhou[5](index=5&type=chunk) - The principal place of business in Hong Kong is located at Workshop A2, 29/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan[5](index=5&type=chunk) [Other Corporate Information](index=3&type=section&id=Other%20Corporate%20Information) This section provides information on the company's auditor, legal counsel, share registrar, principal bankers, stock code, investor relations email, and website - The auditor is **Ernst & Young** and the Hong Kong legal counsel is **Tian Yuan Law Firm**[5](index=5&type=chunk)[6](index=6&type=chunk) - The Hong Kong share registrar is **Tricor Investor Services Limited**[7](index=7&type=chunk) - The company's stock code is **2135**, investor relations email is **investor.relationship@raily.com**, and company website is **http://www.raily.com**[7](index=7&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=5&type=section&id=Business%20Review) Raily Medical Aesthetic, a leading medical aesthetic service provider in China's Yangtze River Delta, primarily offers aesthetic surgery, minimally invasive aesthetic, and dermatology services, also engaging in management consulting and device sales/R&D. During the reporting period, revenue decreased by **28.0% to RMB 84.6 million** and loss expanded to **RMB 9.5 million** due to market slowdown and increased competition. Active customer numbers declined by **23.7%**, but average spending per customer rose by **18.3%** - The Group's main businesses include aesthetic surgery, minimally invasive aesthetic services, and dermatology services, alongside medical aesthetic management consulting and device product sales, with a strategic focus on R&D and production of medical aesthetic devices, covering upstream, midstream, and downstream segments of the industry[8](index=8&type=chunk) 2025 H1 Key Financial and Operating Data | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 84.6 | 117.5 | (28.0) | | Loss | 9.5 | 3.0 | 216.7 | | Loss attributable to owners of the parent | 7.6 | 1.6 | 375.0 | | Active medical aesthetic customers (number) | 24,200 | 31,700 | (23.7) | | New customers (number) | 8,700 | 12,100 | (28.1) | | Repeat customers (number) | 15,500 | 19,600 | (20.9) | | Average spending per customer (RMB) | 3,100 | 2,621 | 18.3 | [Development Plans and Strategic Layout](index=5&type=section&id=Development%20Plans%20and%20Strategic%20Layout) The company is actively pursuing five key development plans and strategic layouts to address market challenges and strengthen its leading position, including enhancing non-surgical service capacity, optimizing cost and personnel structure, diversifying sales channels, building an advanced R&D platform for medical aesthetic devices, and expanding brand influence and corporate scale - Enhance non-surgical service capacity: Introduce the latest medical aesthetic technologies and equipment, increase investment in minimally invasive aesthetic and dermatology service departments, strengthen non-surgical service capabilities, and improve customer stickiness[11](index=11&type=chunk) - Control costs and optimize personnel structure: Regularly review costs and expenses, rationally plan procurement, optimize human resource allocation, and establish training programs and performance evaluation systems[13](index=13&type=chunk) - Diversify sales channels: Utilize internet platforms, social media, and third-party platforms for precise marketing, strengthen cooperation with suppliers, distributors, and agents, and establish partnerships with industry associations[14](index=14&type=chunk) - Build an advanced R&D and manufacturing platform for medical aesthetic devices: Suzhou Ruiquan Biomedical Technology Co., Ltd., a subsidiary, is dedicated to developing and producing dermal injectable products, expected to commence production in **2028**, and actively applying for Class III medical device registration licenses[15](index=15&type=chunk) - Expand brand influence and corporate scale: Improve product and service quality, increase brand exposure, and flexibly adjust M&A strategies based on economic conditions, considering acquisitions of suitable medical aesthetic institutions or pharmaceutical and device operating companies[16](index=16&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) During the reporting period, the company's total revenue decreased by **28.0% to RMB 84.6 million**, primarily due to a **72.8% decline** in medical aesthetic device product sales. Gross profit fell by **39.9% to RMB 29.1 million**, with the gross profit margin dropping to **34.4%**. While sales costs, selling and distribution expenses, administrative expenses, and other expenses all decreased, the comprehensive loss still expanded to **RMB 9.5 million** 2025 H1 Revenue by Service Segment | Service Segment | 2025 (RMB thousand) | % of Total Revenue | 2024 (RMB thousand) | % of Total Revenue | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Medical Aesthetic Services | 74,937 | 88.6 | 83,026 | 70.7 | (9.7) | | Aesthetic Surgery Services | 2,741 | 3.2 | 2,586 | 2.2 | 6.0 | | Minimally Invasive Aesthetic Services | 38,404 | 45.4 | 40,134 | 34.2 | (4.3) | | Dermatology Services | 33,110 | 39.2 | 39,772 | 33.9 | (16.8) | | Others | 682 | 0.8 | 534 | 0.4 | 27.7 | | Medical Aesthetic Device Product Sales | 9,359 | 11.1 | 34,420 | 29.3 | (72.8) | | Medical Aesthetic Management Consulting Services | 302 | 0.3 | 29 | – | 941.4 | | **Total** | **84,598** | **100.0** | **117,475** | **100.0** | **(28.0)** | - Total revenue decreased by **28.0% to RMB 84.6 million**, primarily due to a **72.8% decline** in medical aesthetic device product sales to **RMB 9.4 million**, and a **9.7% decrease** in medical aesthetic service revenue to **RMB 74.9 million**[19](index=19&type=chunk)[20](index=20&type=chunk) - Cost of sales decreased by **19.6% to RMB 55.5 million**, mainly attributable to lower performance in medical aesthetic services and medical aesthetic device product sales[21](index=21&type=chunk) 2025 H1 Gross Profit and Gross Profit Margin | Service Segment | 2025 Gross Profit (RMB thousand) | 2025 Gross Profit Margin (%) | 2024 Gross Profit (RMB thousand) | 2024 Gross Profit Margin (%) | Gross Profit Change (%) | Gross Profit Margin Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Medical Aesthetic Services | 22,573 | 30.1 | 24,329 | 29.3 | (7.2) | 0.8 | | Medical Aesthetic Device Product Sales | 6,404 | 68.4 | 24,109 | 70.0 | (73.4) | (1.6) | | Medical Aesthetic Management Consulting Services | 158 | 52.3 | 29 | 100.0 | 444.8 | (47.7) | | **Total** | **29,135** | **34.4** | **48,467** | **41.3** | **(39.9)** | **(6.9)** | - Other income and gains significantly decreased by **RMB 8.7 million to RMB 1.3 million**, mainly due to a reduction in fair value gains from contingent consideration[27](index=27&type=chunk) - Selling and distribution expenses decreased by **RMB 3.6 million to RMB 20.1 million**, and administrative expenses decreased by **RMB 4.4 million to RMB 15.8 million**, primarily due to adjustments in online promotion platforms, group personnel integration, and reduced intermediary team service expenses[28](index=28&type=chunk)[29](index=29&type=chunk) - Loss for the period was approximately **RMB 9.5 million**, and loss attributable to owners of the parent was approximately **RMB 7.6 million**, both showing an increase compared to the same period last year[33](index=33&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=11&type=section&id=Liquidity,%20Financial%20Resources,%20and%20Capital%20Structure) As of June 30, 2025, the company's cash and bank balances were approximately **RMB 35.9 million**, with net current liabilities of approximately **RMB 47.1 million**. Total debt was approximately **RMB 152.6 million**, and the gearing ratio increased to **172.8%**. The directors believe working capital is sufficient, with no significant interest rate risks or material contingent liabilities and guarantees 2025 H1 Liquidity and Financial Resources | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (RMB million) | | :--- | :--- | :--- | :--- | | Cash and bank balances and time deposits | 35.9 | 28.9 | 7.0 | | Net current liabilities | (47.1) | (33.2) | (13.9) | | Unutilized bank facilities | 7.0 | 13.0 | (6.0) | | Lease liabilities | 47.3 | 35.6 | 11.7 | | Interest-bearing bank borrowings | 20.0 | 13.0 | 7.0 | | Mortgage loans | 5.7 | 7.8 | (2.1) | | Total debt | 152.6 | 154.4 | (1.8) | | Gearing ratio | 172.8% | 161.7% | 11.1% | | Assets pledged | 1.5 | 1.5 | 0 | | Capital commitments | Nil | Nil | 0 | - The company adopts a prudent approach to treasury policy, mitigating credit risk through continuous credit assessment and closely monitoring liquidity to meet funding needs[41](index=41&type=chunk) - The Group has no significant interest rate risk as all borrowings are at fixed rates[45](index=45&type=chunk) [Exchange Rate Fluctuation Risk](index=12&type=section&id=Exchange%20Rate%20Fluctuation%20Risk) The company faces exchange rate fluctuation risk between HKD and RMB due to HKD-denominated financial assets, currently without a foreign currency hedging policy, but management will monitor and consider measures to mitigate risk - The Group may be exposed to exchange rate fluctuation risk between HKD and RMB due to certain HKD-denominated financial assets held with licensed banks[46](index=46&type=chunk) - The Group currently has no foreign currency hedging policy, but management will closely monitor foreign exchange risk and consider proactive yet prudent measures to minimize related risks when necessary[46](index=46&type=chunk) [Future Plans for Material Investments or Capital Assets](index=12&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, the company has no other material investment or capital asset acquisition plans beyond those disclosed, and may continue to focus on medical aesthetic device product sales and consider further investments in related businesses - As of June 30, 2025, the Group had no plans for material investments or acquisitions of capital assets, other than those disclosed in this report and the prospectus[47](index=47&type=chunk) - Subsequently, the Group may continue to focus on medical aesthetic device product sales and may consider further investments in related businesses[47](index=47&type=chunk) [Employees and Remuneration Policy](index=12&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the company had **289 employees** in China, with total staff costs of approximately **RMB 31.7 million**, representing **37.5% of total revenue**. The company offers competitive remuneration, medical education opportunities, and a professional work environment, attracting and retaining talent through performance reviews, training programs, and year-end bonuses Employee Count by Function | Function | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Management | 7 | 6 | | Doctors and Medical Staff | 115 | 121 | | Sales, Marketing, Customer Service and Other Business Personnel | 124 | 128 | | Finance and Administrative Personnel | 43 | 35 | | **Total** | **289** | **290** | 2025 H1 Staff Costs | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | % of Total Revenue | | :--- | :--- | :--- | :--- | | Staff costs | 30.3 | 31.0 | - | | Share option expenses | 1.4 | 3.7 | - | | **Total Staff Costs** | **31.7** | **34.7** | **37.5** | - The company reviews the performance of doctors and medical staff at least once a year, considering remuneration, bonus determination, and promotion assessments based on performance[50](index=50&type=chunk) - Remuneration is determined based on factors such as comparable market wages, job performance, time commitment, and individual responsibilities, with year-end bonuses awarded to high-performing employees[50](index=50&type=chunk) [Use of Proceeds](index=13&type=section&id=Use%20of%20Proceeds) The company's 2020 listing raised net proceeds of approximately **HKD 81.7 million**, with **HKD 8.4 million** for organic development remaining unutilized. The 2024 rights issue raised net proceeds of approximately **HKD 19.0 million**, with **HKD 7.6 million** for medical aesthetic device product registration and filing remaining unutilized 2020 Listing Net Proceeds Utilization (as of June 30, 2025) | Purpose | % of Total Amount | Planned Use (HKD million) | Actual Used Proceeds (HKD million) | Unutilized Amount (HKD million) | Expected Time to Fully Utilize Remaining Proceeds | | :--- | :--- | :--- | :--- | :--- | :--- | | Expand medical aesthetic institution network | 71.0% | 58.0 | 49.6 | 8.4 | December 31, 2025 | | - Renovation and expansion of existing institutions | 28.0% | 22.9 | 22.9 | – | - | | - Organic development | 28.0% | 22.9 | 14.5 | 8.4 | December 31, 2025 | | - Strategic acquisitions | 15.0% | 12.2 | 12.2 | – | - | | Purchase new medical aesthetic service equipment and consumables | 11.0% | 9.0 | 9.0 | – | - | | Actively promote brand | 8.0% | 6.5 | 6.5 | – | - | | General working capital | 10.0% | 8.2 | 8.2 | – | - | | **Total** | **100.0%** | **81.7** | **73.3** | **8.4** | - | 2024 Rights Issue Net Proceeds Utilization (as of June 30, 2025) | Purpose | % of Total Amount | Planned Use (HKD million) | Actual Used Proceeds (HKD million) | Unutilized Amount (HKD million) | Expected Time to Fully Utilize Remaining Proceeds | | :--- | :--- | :--- | :--- | :--- | :--- | | Purchase equipment and raw materials required to start production process | 50.0% | 9.5 | 9.5 | – | - | | Registration and filing of medical aesthetic device products with NMPA | 40.0% | 7.6 | – | 7.6 | March 31, 2026 | | General working capital | 10.0% | 1.9 | 1.9 | – | - | | **Total** | **100.0%** | **19.0** | **11.4** | **7.6** | - | [Outlook](index=14&type=section&id=Outlook) China's medical aesthetic industry is rapidly developing with an expanding market size and increasingly stringent government regulation, driving the industry towards standardization, professionalization, personalization, and technological advancement. Non-invasive treatments and personalized customization are key highlights, with more new materials expected to be approved for market. Despite challenges and fierce competition, the overall industry trend remains positive - China's medical aesthetic industry, though nascent, is rapidly developing with an expanding market size, and increasing government regulation is driving the industry towards standardization, professionalization, personalization, and technological advancement[56](index=56&type=chunk) - Non-invasive treatments and personalized customization are two core highlights in the medical aesthetic field, with more new materials expected to be approved for market, offering richer and safer options[56](index=56&type=chunk) - Despite numerous challenges and market competition, the overall development trend of the industry remains positive and promising for the future[56](index=56&type=chunk) [Corporate Governance and Other Information](index=14&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Corporate Governance Practices](index=15&type=section&id=Corporate%20Governance%20Practices) The company upholds strong corporate governance principles, having adopted the Corporate Governance Code provisions in Appendix C1 of the Listing Rules, and has complied with all applicable code provisions during the reporting period - The company adheres to sound corporate governance principles, emphasizing transparency, accountability, and independence to achieve robust management and enhance shareholder value[57](index=57&type=chunk) - The company has adopted the code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules and has complied with all applicable code provisions during the reporting period[57](index=57&type=chunk) [Directors' and Chief Executive's Interests in Shares](index=15&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Shares) As of June 30, 2025, Executive Director Mr. Fu Haishu holds **53.10%** of the company's shares through his wholly-owned Ruid Consulting Management Co., Ltd., making him a substantial shareholder. Other than this, no other discloseable interests or short positions were held by directors and chief executives Directors' and Chief Executive's Long Positions in Shares of the Company (as of June 30, 2025) | Name | Capacity/Nature of Interest | Number of Shares Held | Approximate % of Interest in the Company | | :--- | :--- | :--- | :--- | | Mr. Fu Haishu | Interest in controlled corporation | 295,808,923 | 53.10% | - Mr. Fu Haishu's interest is held through Ruid Consulting Management Co., Ltd., which he wholly owns[58](index=58&type=chunk) - Save as disclosed above, none of the directors or chief executive of the company or their respective associates had any interests or short positions in the shares, underlying shares, and debentures of the company or any of its associated corporations as recorded in the register required to be kept under Section 352 of the Securities and Futures Ordinance, or as otherwise notified to the company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO[59](index=59&type=chunk) [Substantial Shareholders' Interests in Shares](index=16&type=section&id=Substantial%20Shareholders'%20Interests%20in%20Shares) As of June 30, 2025, Ruid Consulting Management Co., Ltd. holds **53.10%** of the company's shares, with its spouse Ms. Jin Chunmiao also deemed to have the same interest. Youxin Management Co., Ltd. holds **8.28%** of the shares. No other substantial shareholder interests require disclosure Substantial Shareholders' Long Positions in Shares of the Company (as of June 30, 2025) | Name/Company Name | Capacity/Nature of Interest | Number of Shares Held | Approximate % of Interest in the Company | | :--- | :--- | :--- | :--- | | Ruid Consulting Management Co., Ltd. | Beneficial owner | 295,808,923 | 53.10% | | Jin Chunmiao | Spouse interest | 295,808,923 | 53.10% | | Youxin Management Co., Ltd. | Beneficial owner | 46,133,008 | 8.28% | - Ms. Jin Chunmiao is the spouse of Mr. Fu Haishu and is therefore deemed to be interested in the shares which Mr. Fu Haishu is taken or deemed to be interested in under the SFO[64](index=64&type=chunk) [Directors' Securities Transactions](index=17&type=section&id=Directors'%20Securities%20Transactions) The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for directors' securities transactions, and all directors have confirmed compliance with the code during the reporting period - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for directors' securities transactions[62](index=62&type=chunk) - All directors have confirmed that they have complied with the required standards set out in the Model Code during the reporting period[62](index=62&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=17&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) Except as disclosed, neither the company, its holding company, subsidiaries, nor fellow subsidiaries entered into any arrangements during the reporting period that would enable directors, chief executives, or their spouses or minor children to acquire benefits by subscribing for shares or debentures of the company or any other body corporate - Save as disclosed in this interim report and the prospectus, at no time during the reporting period was the company, any of its holding companies, subsidiaries, or fellow subsidiaries a party to any arrangement to enable the directors or chief executive of the company or any of their respective spouses or children under 18 years of age to acquire benefits by means of the acquisition of shares in or debentures of the company or any other body corporate[63](index=63&type=chunk) [Share Option Scheme](index=18&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on December 4, 2020. As of June 30, 2025, **47,276,437 share options** remained unexercised, primarily granted to other employees and service providers with varying exercise prices and vesting periods. No new share options were granted during the reporting period - The company's shareholders adopted a share option scheme on December 4, 2020[65](index=65&type=chunk) Share Option Scheme Movement Details (as of June 30, 2025) | Grantee Category | Date of Grant | Balance at Jan 1, 2025 | Granted During Period | Exercised During Period | Lapsed During Period | Cancelled During Period | Balance at June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Other Employees | Aug 29, 2022 | 66,214 | – | – | – | – | 66,214 | | Other Employees | Aug 29, 2022 | 66,213 | – | – | – | – | 66,213 | | Other Employees | Aug 29, 2022 | 99,320 | – | – | – | – | 99,320 | | Other Employees | Aug 29, 2022 | 99,320 | – | – | – | – | 99,320 | | Other Employees | Jan 26, 2024 | 11,187,713 | – | – | – | – | 11,187,713 | | Other Employees | Feb 23, 2024 | 10,681,591 | – | – | – | – | 10,681,591 | | Other Employees | Feb 23, 2024 | 230,056 | – | – | – | – | 230,056 | | Service Providers | Aug 29, 2022 | 4,969,202 | – | – | – | – | 4,969,202 | | Service Providers | Aug 29, 2022 | 4,969,202 | – | – | – | – | 4,969,202 | | Service Providers | Aug 29, 2022 | 7,453,803 | – | – | – | – | 7,453,803 | | Service Providers | Aug 29, 2022 | 7,453,803 | – | – | – | – | 7,453,803 | | **Total** | | **47,276,437** | **–** | **–** | **–** | **–** | **47,276,437** | - No share options were available for grant under the share option scheme at the beginning and end of the reporting period[65](index=65&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=18&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities (including the sale of treasury shares)[66](index=66&type=chunk) [Interim Dividend](index=18&type=section&id=Interim%20Dividend) During the reporting period, the Board of Directors resolved not to declare any interim dividend - During the reporting period, the Board resolved not to declare any interim dividend (six months ended June 30, 2024: nil)[67](index=67&type=chunk) [Pre-emptive Rights](index=18&type=section&id=Pre-emptive%20Rights) There are no provisions for pre-emptive rights in the company's articles of association or the laws of the Cayman Islands that would require the company to offer new shares proportionally to existing shareholders - There are no provisions for pre-emptive rights in the company's articles of association or the laws of the Cayman Islands that would oblige the company to offer new shares proportionally to existing shareholders[68](index=68&type=chunk) [Material Events During the Reporting Period](index=19&type=section&id=Material%20Events%20During%20the%20Reporting%20Period) During the reporting period, Suzhou Ruiquan (an indirect non-wholly owned subsidiary) agreed to acquire a property in Zhangjiagang, Suzhou, for **RMB 21,437,012**, a transaction approved by shareholders, aimed at establishing a medical aesthetic device R&D and manufacturing platform - On March 7, 2025, Suzhou Ruiquan (an indirect non-wholly owned subsidiary of the company) entered into an agreement with Suzhou Maidi Jinggang Technology Co., Ltd. to acquire a property with a gross floor area of approximately **4,660.22 square meters** located at Building 7, 101, 201, 301, 401, No. 26 Jinxing Road, Jinfeng Town, Zhangjiagang, Suzhou, Jiangsu Province, China, for **RMB 21,437,012**[69](index=69&type=chunk) - The agreement was approved by the company's shareholders at the annual general meeting held on May 30, 2025, with the consideration funded by the Group's internal resources and external financing[69](index=69&type=chunk) [Events After the Reporting Period](index=19&type=section&id=Events%20After%20the%20Reporting%20Period) After the reporting period, Hainan Beilifeier introduced an investor with a capital injection of **RMB 5,005,000** and underwent capital reduction, decreasing the company's interest in Hainan Beilifeier from **100.00% to 30.00%**, constituting a deemed disposal. Additionally, Hangzhou Beilifeier ceased its medical aesthetic service business, shifting strategic focus to medical aesthetic device product sales, involving equity transfer and agreement termination - On July 4, 2025, Hainan Beilifeier introduced an investor with a capital injection of **RMB 5,005,000** and underwent a capital reduction of **RMB 2,855,000**, resulting in the company's interest in Hainan Beilifeier decreasing from **100.00% to 30.00%**, constituting a deemed disposal[70](index=70&type=chunk) - On August 15, 2025, Hangzhou Beilifeier decided to focus its strategic efforts on the sale of medical aesthetic device products, ceasing its medical aesthetic service business and canceling its medical practice license[71](index=71&type=chunk) - Mr. Fu Haishu's entire equity interest in Hangzhou Beilifeier was transferred to Raily Beauty Consulting, and related agreements were terminated[71](index=71&type:chunk) [Changes in Directors' Information](index=19&type=section&id=Changes%20in%20Directors'%20Information) Since the publication of the company's 2024 annual report, no changes in directors' information requiring disclosure under Listing Rule 13.51B(1) have occurred - Since the publication of the company's 2024 annual report, no changes in directors' information requiring disclosure under Listing Rule 13.51B(1) have occurred[72](index=72&type=chunk) [Audit Committee](index=20&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors: Mr. Liu Teng (Chairman), Mr. Cao Dequan, and Ms. Yang Xiaofen, is responsible for overseeing financial reporting, audit processes, internal controls, and compliance with laws and regulations. The committee has reviewed and approved the Group's unaudited condensed consolidated financial information and interim report for the reporting period - The Audit Committee comprises independent non-executive directors **Mr. Liu Teng (Chairman)**, **Mr. Cao Dequan**, and **Ms. Yang Xiaofen**[73](index=73&type=chunk) - The Audit Committee is primarily responsible for overseeing the financial reporting process, the audit process, internal control mechanisms, compliance with laws and regulations, the appointment of external auditors, and other duties and functions as assigned by the Board from time to time[73](index=73&type=chunk) - The Audit Committee has reviewed and approved the Group's unaudited condensed consolidated financial information for the reporting period and the Group's interim report and interim results announcement for the reporting period before their approval by the Board, with no disagreements on accounting treatments[73](index=73&type=chunk) [Independent Review Report](index=21&type=section&id=Independent%20Review%20Report) [Introduction](index=21&type=section&id=Introduction) Ernst & Young has reviewed the interim financial information of Raily Medical Aesthetic International Holdings Limited and its subsidiaries for the six months ended June 30, 2025, in accordance with the Listing Rules of The Stock Exchange of Hong Kong Limited and International Accounting Standard 34. Directors are responsible for preparing the financial information, and the auditor is responsible for concluding based on the review - Ernst & Young has reviewed the interim financial information of Raily Medical Aesthetic International Holdings Limited and its subsidiaries for the six months ended June 30, 2025[77](index=77&type=chunk) - The interim financial information, prepared in compliance with relevant provisions of the Listing Rules and International Accounting Standard 34, is the responsibility of the company's directors for preparation and presentation[77](index=77&type=chunk) [Scope of Review](index=21&type=section&id=Scope%20of%20Review) The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants, primarily involving inquiries and analytical procedures. The scope of a review is less than an audit, thus it does not guarantee awareness of all material matters, and no audit opinion is expressed - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants, primarily involving inquiries of persons responsible for financial and accounting matters, and applying analytical and other review procedures[78](index=78&type=chunk) - The scope of a review is substantially less than that of an audit conducted in accordance with Hong Kong Standards on Auditing, and consequently, it does not assure that all material matters that might be identified in an audit will be known, thus no audit opinion is expressed[78](index=78&type=chunk) [Conclusion](index=21&type=section&id=Conclusion) Based on the review, the auditor found no matters that would lead them to believe the interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34 - Based on our review, we have not found any matters that lead us to believe that the interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34[79](index=79&type=chunk) [Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=22&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) [Profit or Loss and Comprehensive Income Overview](index=22&type=section&id=Profit%20or%20Loss%20and%20Comprehensive%20Income%20Overview) For the six months ended June 30, 2025, the company's revenue was **RMB 84,598 thousand**, a **28.0% decrease** from **RMB 117,475 thousand** in the prior year. Cost of sales was **RMB 55,463 thousand**, resulting in a gross profit of **RMB 29,135 thousand**. Loss for the period expanded to **RMB 9,462 thousand**, with loss attributable to owners of the parent at **RMB 7,570 thousand**, and basic and diluted loss per share at **RMB (1.36) cents** Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (for the six months ended June 30, 2025) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 84,598 | 117,475 | | Cost of sales | (55,463) | (69,008) | | Gross profit | 29,135 | 48,467 | | Other income and gains | 1,302 | 9,950 | | Selling and distribution expenses | (20,115) | (23,687) | | Administrative expenses | (15,788) | (20,207) | | Research and development expenses | (807) | (446) | | Other expenses | (550) | (14,717) | | Finance costs | (1,398) | (1,577) | | Loss before tax | (8,284) | (2,257) | | Income tax expense | (1,178) | (740) | | **Loss for the period** | **(9,462)** | **(2,997)** | | Attributable to owners of the parent | (7,570) | (1,617) | | Non-controlling interests | (1,892) | (1,380) | | Basic and diluted loss per share (RMB) | (1.36) cents | (0.32) cents | [Interim Condensed Consolidated Statement of Financial Position](index=22&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) [Assets and Liabilities Overview](index=22&type=section&id=Assets%20and%20Liabilities%20Overview) As of June 30, 2025, the company's total assets were **RMB 240,890 thousand**, a slight decrease from **RMB 249,923 thousand** on December 31, 2024. Net current liabilities increased to **RMB 47,136 thousand** from **RMB 33,154 thousand**. Total liabilities were **RMB 152,573 thousand**, and net assets were **RMB 88,317 thousand** Interim Condensed Consolidated Statement of Financial Position (as of June 30, 2025) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 41,514 | 45,951 | | Right-of-use assets | 42,325 | 32,365 | | Goodwill | 6,150 | 6,150 | | Other intangible assets | 42,198 | 43,906 | | Total non-current assets | 157,746 | 159,489 | | **Current assets** | | | | Inventories and supplies | 8,643 | 14,370 | | Trade receivables | 716 | 1,538 | | Cash and cash equivalents | 35,730 | 28,870 | | Total current assets | 83,144 | 90,434 | | **Current liabilities** | | | | Trade payables | 7,703 | 7,779 | | Other payables and accrued expenses | 25,435 | 35,515 | | Contract liabilities | 35,091 | 38,829 | | Interest-bearing bank and other borrowings | 24,451 | 17,282 | | Lease liabilities | 30,039 | 12,225 | | Total current liabilities | 130,280 | 123,588 | | **Net current liabilities** | **(47,136)** | **(33,154)** | | **Non-current liabilities** | | | | Lease liabilities | 17,271 | 23,389 | | Total non-current liabilities | 22,293 | 30,817 | | **Net assets** | **88,317** | **95,518** | | **Total equity** | **88,317** | **95,518** | [Interim Condensed Consolidated Statement of Changes in Equity](index=25&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) [Equity Changes Overview](index=25&type=section&id=Equity%20Changes%20Overview) As of June 30, 2025, total equity attributable to owners of the parent amounted to **RMB 97,974 thousand**, a decrease from **RMB 104,134 thousand** at the beginning of the period, primarily due to a loss for the period of **RMB 7,570 thousand**. Non-controlling interests were **RMB (9,657) thousand**. Equity-settled share option arrangements increased by **RMB 1,410 thousand** Interim Condensed Consolidated Statement of Changes in Equity (for the six months ended June 30, 2025) | Indicator | Share Capital (RMB thousand) | Capital Reserve (RMB thousand) | Share Option Reserve (RMB thousand) | Statutory Surplus Reserve (RMB thousand) | Accumulated Losses (RMB thousand) | Total Attributable to Owners of the Parent (RMB thousand) | Non-controlling Interests (RMB thousand) | Total Equity (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | At January 1, 2025 | 185,748 | – | 17,284 | 9,351 | (108,249) | 104,134 | (8,616) | 95,518 | | Loss for the period | – | – | – | – | (7,570) | (7,570) | (1,892) | (9,462) | | Capital injection from non-controlling shareholder of a subsidiary | – | – | – | – | – | – | 851 | 851 | | Equity-settled share option arrangements | – | – | 1,410 | – | – | 1,410 | – | 1,410 | | **At June 30, 2025** | **185,748** | **–** | **18,694** | **9,351** | **(115,819)** | **97,974** | **(9,657)** | **88,317** | [Interim Condensed Consolidated Statement of Cash Flows](index=26&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) [Cash Flow Overview](index=26&type=section&id=Cash%20Flow%20Overview) For the six months ended June 30, 2025, net cash flow from operating activities was **RMB 6,327 thousand**, an increase from **RMB 2,043 thousand** in the prior year. Net cash flow used in investing activities was **RMB 1,225 thousand**, and net cash flow from financing activities was **RMB 1,769 thousand**. Cash and cash equivalents at period-end totaled **RMB 35,730 thousand**, an increase of **RMB 6,871 thousand** from the beginning of the period Interim Condensed Consolidated Statement of Cash Flows (for the six months ended June 30, 2025) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash flows from operating activities | 6,327 | 2,043 | | Net cash flows used in investing activities | (1,225) | (3,307) | | Net cash flows from financing activities | 1,769 | 19,684 | | Net increase in cash and cash equivalents | 6,871 | 18,420 | | Cash and cash equivalents at beginning of period | 28,870 | 15,930 | | Net effect of exchange rate changes | (11) | 126 | | **Cash and cash equivalents at end of period** | **35,730** | **34,476** | [Notes to the Interim Condensed Consolidated Financial Information](index=28&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) [Basis of Preparation](index=28&type=section&id=Basis%20of%20Preparation) The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34, excluding all annual financial statement disclosures, and should be read in conjunction with the annual consolidated financial statements. Despite net current liabilities of **RMB 47,136 thousand**, directors deem preparation on a going concern basis appropriate - The interim condensed consolidated financial information for the six months ended June 30, 2025, has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"[87](index=87&type=chunk) - The Group had net current liabilities of **RMB 47,136,000** as of June 30, 2025, but the directors consider it appropriate to prepare the financial statements on a going concern basis, taking into account unutilized bank facilities and expected cash flows from operating activities[87](index=87&type=chunk) [Changes in Accounting Policies and Disclosures](index=28&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures) The accounting policies used to prepare this interim condensed consolidated financial information are consistent with those adopted for the annual consolidated financial statements for the year ended December 31, 2024, except for the initial adoption of revised International Financial Reporting Standards, with the amendments to IAS 21 having no impact on the Group - The accounting policies used to prepare this interim condensed consolidated financial information are consistent with those adopted for the Group's annual consolidated financial statements for the year ended December 31, 2024, except for the initial adoption of revised International Financial Reporting Standards for the current period's financial information[88](index=88&type=chunk) - The amendments to IAS 21 specify how an entity should assess whether a currency is exchangeable and how to estimate the spot exchange rate when exchangeability is lacking. As the currencies used for the Group's transactions and the functional currencies used by Group entities for conversion to the Group's presentation currency are exchangeable, these amendments have no impact on the interim condensed consolidated financial information[89](index=89&type=chunk) [Operating Segment Information](index=29&type=section&id=Operating%20Segment%20Information) The Group's operating segments include medical aesthetic services, medical aesthetic management consulting services, and medical aesthetic device products. For the six months ended June 30, 2025, medical aesthetic services generated **RMB 74,937 thousand** in revenue, and medical aesthetic device products generated **RMB 9,359 thousand**. The medical aesthetic services segment reported a loss of **RMB 1,787 thousand**, while the medical aesthetic device products segment reported a profit of **RMB 3,821 thousand**. Total assets were **RMB 240,890 thousand**, and total liabilities were **RMB 152,573 thousand** Operating Segment Revenue (for the six months ended June 30, 2025) | Segment | Sales to External Customers (RMB thousand) | Inter-segment Sales (RMB thousand) | Total Segment Revenue (RMB thousand) | | :--- | :--- | :--- | :--- | | Medical Aesthetic Services | 74,937 | – | 74,937 | | Consulting Services | 302 | 985 | 1,287 | | Device Products | 9,359 | 3,785 | 13,144 | | **Total** | **84,598** | **4,770** | **89,368** | Operating Segment Results (for the six months ended June 30, 2025) | Segment | Segment Results (RMB thousand) | | :--- | :--- | | Medical Aesthetic Services | (1,787) | | Consulting Services | (1,518) | | Device Products | 3,821 | | **Total** | **516** | Operating Segment Assets and Liabilities (as of June 30, 2025) | Indicator | Medical Aesthetic Services (RMB thousand) | Consulting Services (RMB thousand) | Device Products (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Segment assets | 65,214 | 6,284 | 72,033 | 143,531 | | Corporate and other unallocated assets | | | | 97,359 | | **Total assets** | | | | **240,890** | | Segment liabilities | 87,247 | 934 | 1,475 | 89,656 | | Corporate and other unallocated liabilities | | | | 62,917 | | **Total liabilities** | | | | **152,573** | [Revenue, Other Income and Gains](index=32&type=section&id=Revenue,%20Other%20Income%20and%20Gains) For the six months ended June 30, 2025, total revenue from contracts with customers was **RMB 84,598 thousand**, primarily from medical aesthetic services (**RMB 74,937 thousand**) and medical aesthetic device products (**RMB 9,359 thousand**). Revenue mainly originated from mainland China, with service revenue recognized either at a point in time or over time. Total other income and gains were **RMB 1,302 thousand**, a significant decrease from the prior year, mainly due to reduced fair value gains from contingent consideration Customer Contract Revenue Analysis (for the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Medical Aesthetic Services | 74,937 | 83,026 | | Medical Aesthetic Device Products | 9,359 | 34,420 | | Consulting Services | 302 | 29 | | **Total** | **84,598** | **117,475** | Customer Contract Revenue Disaggregation (for the six months ended June 30, 2025) | Type of Goods or Services | Sale of Products (RMB thousand) | Services (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | | Medical Aesthetic Services | – | 74,937 | 74,937 | | Consulting Services | – | 302 | 302 | | Device Products | 9,359 | – | 9,359 | | **Total** | **9,359** | **75,239** | **84,598** | Other Income and Gains Analysis (for the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Compensation income | 350 | – | | Interest income | 198 | 171 | | Investment income | 67 | 97 | | Government grants | 60 | 77 | | Total other income | 809 | 421 | | Gain on disposal of right-of-use assets | 285 | – | | Gain on disposal of property, plant and equipment | 162 | – | | Sublease income | 46 | 490 | | Fair value gain on contingent consideration | – | 9,039 | | Total gains | 493 | 9,529 | | **Total other income and gains** | **1,302** | **9,950** | [Loss Before Tax](index=35&type=section&id=Loss%20Before%20Tax) For the six months ended June 30, 2025, the Group's loss before tax was **RMB 8,284 thousand**, primarily comprising costs of supplies consumed, employee benefit expenses, depreciation, and amortization. Compared to the prior year, impairment provision for intangible assets significantly decreased, but share option expenses and promotion and marketing expenses remained significant components Loss Before Tax Components (for the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of supplies consumed | 32,622 | 36,639 | | Cost of inventories sold | 2,955 | 10,311 | | Amortization of intangible assets | 1,709 | 3,036 | | Depreciation of property, plant and equipment | 5,506 | 5,848 | | Depreciation of right-of-use assets | 4,604 | 5,468 | | Employee benefit expenses (excluding directors' and chief executive's emoluments) | 29,698 | 33,649 | | Equity-settled share option expenses | 1,291 | 3,427 | | Impairment of intangible assets | – | 13,279 | | Promotion and marketing expenses | 5,112 | 6,011 | | Professional fees | 1,766 | 2,005 | | Fair value change of contingent consideration | – | (9,039) | [Income Tax](index=36&type=section&id=Income%20Tax) The Group is subject to income tax on profits in the jurisdictions where its member companies operate. Mainland China subsidiaries are taxed at a statutory rate of **25%**, with some small-profit enterprises enjoying a **5% preferential rate**. Hong Kong subsidiaries pay profits tax at **16.5%**. As of June 30, 2025, total income tax expense was **RMB 1,178 thousand** - The Group is subject to income tax on profits generated or earned in the jurisdictions where its member companies are located and operate, on an entity basis[99](index=99&type=chunk) - Provision for current income tax in mainland China is calculated based on the statutory tax rate of **25%** of the Group's assessable profits, with some small-profit enterprises enjoying a **5%** preferential tax rate[99](index=99&type=chunk) - Subsidiaries incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of **16.5%** on any estimated assessable profits arising in Hong Kong[99](index=99&type=chunk) Income Tax Expense (for the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current tax - expense for the year | – | 3,760 | | Current tax - overprovision in prior years | (210) | – | | Current tax - withholding tax | 119 | 375 | | Deferred tax | 1,269 | (3,395) | | **Total tax expense for the period** | **1,178** | **740** | [Dividends](index=36&type=section&id=Dividends) For the period ended June 30, 2025, the company neither paid nor declared any dividends - For the period ended June 30, 2025, the company neither paid nor declared any dividends[101](index=101&type=chunk) [Loss Per Share Attributable to Ordinary Equity Holders of the Parent](index=37&type=section&id=Loss%20Per%20Share%20Attributable%20to%20Ordinary%20Equity%20Holders%20of%20the%20Parent) As of June 30, 2025, basic and diluted loss per share attributable to ordinary equity holders of the parent was **RMB (1.36) cents**, based on a loss for the period of **RMB 7,570 thousand** and a weighted average of **557,077,333** ordinary shares outstanding. Share options had an anti-dilutive effect on basic loss per share and were thus ignored in calculating diluted loss Loss Per Share Calculation (for the six months ended June 30, 2025) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the parent | (7,570) | (1,617) | | Weighted average number of ordinary shares in issue for basic loss per share calculation (shares) | 557,077,333 | 508,330,653 | | **Basic and diluted loss per share (RMB)** | **(1.36) cents** | **(0.32) cents** | - As the diluted loss per share amount decreased when considering share options, the share options had an anti-dilutive effect on the basic loss per share for the period ended June 30, 2025, and were therefore ignored in calculating diluted loss per share[103](index=103&type=chunk) [Property, Plant and Equipment](index=37&type=section&id=Property,%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group acquired assets at a cost of **RMB 1,423 thousand** and disposed of assets with a net book value of **RMB 354 thousand**, resulting in a net loss on disposal of **RMB 86 thousand**. No impairment losses were recognized during the period - For the six months ended June 30, 2025, the Group acquired assets at a cost of **RMB 1,423,000**[104](index=104&type=chunk) - For the six months ended June 30, 2025, the Group disposed of assets with a net book value of **RMB 354,000**, resulting in a net loss on disposal of **RMB 86,000**[104](index=104&type=chunk) - For the six months ended June 30, 2025, no impairment losses were recognized for any property, plant and equipment[105](index=105&type=chunk) [Right-of-Use Assets](index=38&type=section&id=Right-of-Use%20Assets) For the six months ended June 30, 2025, the Group acquired right-of-use assets at a cost of **RMB 21,536 thousand**, primarily involving the purchase of a property from Suzhou Maidi Jinggang Technology Co., Ltd. and the signing of a six-month lease agreement - For the six months ended June 30, 2025, the Group acquired right-of-use assets at a cost of **RMB 21,536,000**[107](index=107&type=chunk) - The Group has entered into an agreement to purchase a property from Suzhou Maidi Jinggang Technology Co., Ltd. for a consideration of **RMB 21,437,000**, and a six-month lease agreement, including a right to acquire, was signed on June 23, 2025[107](index=107&type=chunk) [Trade Receivables](index=38&type=section&id=Trade%20Receivables) As of June 30, 2025, total trade receivables amounted to **RMB 716 thousand**, with the majority (**RMB 485 thousand**) due within 3 months, a decrease from **RMB 1,538 thousand** on December 31, 2024 Trade Receivables Ageing Analysis (as of June 30, 2025) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 3 months | 485 | 1,537 | | 7 to 12 months | 231 | 1 | | **Total** | **716** | **1,538** | [Prepayments, Other Receivables and Other Assets](index=38&type=section&id=Prepayments,%20Other%20Receivables%20and%20Other%20Assets) As of June 30, 2025, total prepayments, other receivables, and other assets amounted to **RMB 52,154 thousand**, with a current portion of **RMB 37,906 thousand** and a non-current portion of **RMB 14,248 thousand**. These primarily include prepayments for inventories and supplies, deposits, and refundable earnest money Prepayments, Other Receivables and Other Assets (as of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Prepayments for inventories and supplies | 14,579 | 11,532 | | Deposits | 18,280 | 18,482 | | Refundable earnest money | 11,500 | 16,000 | | Other receivables | 6,238 | 16,410 | | **Total** | **52,154** | **64,141** | | Current | 37,906 | 45,656 | | Non-current | 14,248 | 18,485 | [Trade Payables](index=39&type=section&id=Trade%20Payables) As of June 30, 2025, total trade payables amounted to **RMB 7,703 thousand**, with the majority (**RMB 6,415 thousand**) due within 90 days, a slight decrease compared to **RMB 7,779 thousand** on December 31, 2024 Trade Payables Ageing Analysis (as of June 30, 2025) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 90 days | 6,415 | 7,062 | | 91 to 180 days | 798 | 636 | | 181 to 365 days | 459 | 58 | | Over 365 days | 31 | 23 | | **Total** | **7,703** | **7,779** | [Other Payables and Accrued Expenses](index=39&type=section&id=Other%20Payables%20and%20Accrued%20Expenses) As of June 30, 2025, total other payables and accrued expenses amounted to **RMB 29,255 thousand**, with a current portion of **RMB 25,435 thousand** and a non-current portion of **RMB 3,820 thousand**. These primarily include other payables, salaries payable, and advances received Other Payables and Accrued Expenses (as of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Other payables | 10,872 | 19,803 | | Salaries payable | 9,073 | 9,290 | | Advances received | 5,197 | 4,357 | | Deferred income | 3,500 | 3,500 | | Tax liabilities (excluding income tax) | 613 | 2,522 | | **Total** | **29,255** | **39,472** | | Current | 25,435 | 35,515 | | Non-current | 3,820 | 3,957 | [Related Party Transactions](index=40&type=section&id=Related%20Party%20Transactions) As of June 30, 2025, outstanding balances payable to independent directors Mr. Cao Dequan, Mr. Liu Teng, and Ms. Yang Xiaofen totaled **RMB 249 thousand**. Total remuneration for key management personnel was **RMB 975 thousand**, including salaries, allowances, pension plan contributions, and share option expenses Outstanding Balances with Related Parties (as of June 30, 2025) | Related Party | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Mr. Cao Dequan | 83 | – | | Mr. Liu Teng | 83 | – | | Ms. Yang Xiaofen | 83 | – | | **Total** | **249** | **–** | Key Management Personnel Remuneration (for the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Salaries, allowances and benefits in kind | 753 | 710 | | Pension scheme contributions | 103 | 100 | | Equity-settled share option expenses | 119 | 281 | | **Total remuneration paid to key management personnel** | **975** | **1,091** | [Fair Value and Fair Value Hierarchy of Financial Instruments](index=41&type=section&id=Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) The Group's finance department is responsible for determining policies and procedures for fair value measurement of financial instruments, subject to review and approval by the Chief Financial Officer. The company invests in unlisted investments, such as wealth management products issued by mainland Chinese banks, whose fair values are estimated using a discounted cash flow valuation model - The Group's finance department, led by the finance manager, is responsible for determining policies and procedures for fair value measurement of financial instruments and reports directly to the Chief Financial Officer and the Audit Committee[114](index=114&type=chunk) - The Group invests in unlisted investments, specifically wealth management products issued by mainland Chinese banks, and the fair value of these unlisted investments has been estimated using a discounted cash flow valuation model based on market interest rates for instruments with similar terms and risks[114](index=114&type=chunk) [Events After the Reporting Period (Notes)](index=41&type=section&id=Events%20After%20the%20Reporting%20Period%20(Notes)) After the reporting period, Hainan Beilifeier introduced an investor with a capital injection of **RMB 5,005,000** and underwent capital reduction, decreasing the company's interest in Hainan Beilifeier from **100.00% to 30.00%**, constituting a deemed disposal. Additionally, Hangzhou Beilifeier shifted its strategic focus to medical aesthetic device product sales, terminated its medical aesthetic service business, and underwent equity transfer and agreement termination - On July 4, 2025, Hainan Beilifeier introduced an investor with a capital injection of **RMB 5,005,000** and underwent a capital reduction of **RMB 2,855,000**, resulting in the company's interest in Hainan Beilifeier decreasing from **100.00% to 30.00%**, constituting a deemed disposal of equity interest in Hainan Beilifeier[115](index=115&type=chunk) - As Hangzhou Beilifeier decided to focus its strategic efforts on the sale of medical aesthetic device products, ceasing its medical aesthetic service business and canceling its medical practice license, the foreign ownership restrictions for providing medical aesthetic services no longer apply[116](index=116&type=chunk) - On August 15, 2025, Hangzhou Beilifeier, Hangzhou Raily Beauty Consulting Service Co., Ltd., and Mr. Fu Haishu entered into an agreement to transfer all of Mr. Fu Haishu's equity interest in Hangzhou Beilifeier to Raily Beauty Consulting and terminate related agreements[116](index=116&type=chunk)

Core Viewpoint - The stock of Baiaosaitu-B (02135) has seen a significant increase of over 7% in the afternoon trading session, attributed to recent licensing agreements with Tubulis and Merck, highlighting the company's competitive edge in the antibody development sector [1] Group 1: Licensing Agreements - On September 16, Baiaosaitu announced a licensing agreement with German ADC developer Tubulis, utilizing its proprietary RenMice fully human antibody development platform for innovative ADC therapies [1] - Under the agreement with Tubulis, Baiaosaitu will receive an upfront payment, milestone payments related to development, regulatory, and commercialization, as well as a single-digit percentage of net sales [1] - Earlier, on September 4, Baiaosaitu signed an antibody option and evaluation agreement with Merck, focusing on evaluating antibodies developed from the RenMice platform for advanced solutions like nucleic acid drug delivery [1] Group 2: Market Performance - As of the report, Baiaosaitu's stock price is at 26.58 HKD, with a trading volume of 16.7354 million HKD, reflecting a 4.07% increase at the time of publication [1] - The recent agreements with Tubulis and Merck underscore the international competitiveness and drug conversion potential of Baiaosaitu's fully human antibody platform, as stated by the company's Chairman and CEO, Shen Yulei [1]

Core Viewpoint - 百奥赛图-B has signed a licensing agreement with German ADC developer Tubulis to utilize its RenMice fully human antibody development platform for innovative ADC therapies, indicating strong international competitiveness and drug conversion potential [1] Group 1: Company Developments - 百奥赛图-B's stock rose over 7% in the afternoon trading session, with a current price of 26.58 HKD and a trading volume of 16.7354 million HKD [1] - The agreement with Tubulis includes an upfront payment, milestone payments for development, regulatory, and commercialization, as well as a single-digit percentage of net sales [1] - On September 4, 百奥赛图-B signed an antibody option and evaluation agreement with Merck to assess antibodies developed using the RenMice platform for advanced solutions like nucleic acid drug delivery [1] Group 2: Market Implications - The agreements with Tubulis and Merck highlight the international competitiveness of 百奥赛图-B's fully human antibody platform and its potential for drug conversion [1]

Core Viewpoint - The company BaiO Saite-B (02135) has signed a licensing agreement with German ADC developer Tubulis, leveraging its RenMice fully human antibody development platform for innovative ADC therapies, which is expected to enhance its market position and revenue potential [1] Group 1: Licensing Agreement with Tubulis - On September 16, BaiO Saite announced a licensing agreement with Tubulis to utilize its RenMice platform for developing ADC therapies, which includes an upfront payment and milestone payments based on development, regulatory, and commercialization achievements, along with a single-digit percentage of net sales [1] - The stock price of BaiO Saite increased by over 7% in the afternoon trading session, reflecting positive market sentiment regarding the agreement [1] Group 2: Previous Agreement with Merck - On September 4, BaiO Saite signed an antibody option and evaluation agreement with Merck to assess the fully human antibodies developed using the RenMice platform for potential applications in nucleic acid drug delivery [1] - The agreements with Tubulis and Merck highlight the international competitiveness and drug conversion potential of BaiO Saite's fully human antibody platform, as stated by the company's Chairman and CEO Shen Yuelai [1]

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 瑞麗醫美國際控股有限公司(於開曼群島註冊成立的有限公司) 呈交日期: 2025年9月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02135 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 1,000,000,000 | USD | | 0.05 USD | | 50,000,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | | 1,000,000,000 | USD | | 0.05 USD | | 50,000,000 | ...

Core Viewpoint - 瑞丽医美 (02135.HK) reported a significant decline in revenue and an increase in losses for the first half of 2025, indicating challenges in the medical aesthetics industry due to intense competition and a decrease in active customer numbers [1] Financial Performance - The company's revenue for the first half of 2025 was RMB 84.598 million, representing a year-on-year decrease of 27.99% [1] - The loss attributable to the parent company for the period was RMB 7.57 million, compared to a loss of RMB 1.617 million in the same period last year [1] - Basic loss per share was 1.36 cents [1] Revenue Breakdown - Revenue from medical aesthetic services was approximately RMB 74.90 million, a decline of about 9.7% compared to approximately RMB 83.00 million for the six months ending June 30, 2024 [1] - The decrease in revenue was attributed to a drop in the number of active customers, which could not be offset by an increase in average transaction value [1] - Both minimally invasive beauty services and skin beauty services experienced a reduction in revenue [1]

Core Points - Ruili Medical Beauty (02135) reported a revenue of 84.598 million yuan for the six months ending June 30, 2025, representing a year-on-year decrease of 27.99% [1] - The company recorded a loss attributable to equity holders of 7.57 million yuan, an increase of 368.15% compared to the previous year [1] - The loss per share was 1.36 cents [1] Revenue Breakdown - Revenue from medical beauty services was approximately 74.90 million yuan, down about 9.7% from approximately 83.00 million yuan for the six months ending June 30, 2024 [1] - The decline in revenue was attributed to a decrease in the number of active customers due to intense industry competition, which could not be offset by an increase in average transaction value [1] - Revenue from minimally invasive beauty services and skin beauty services decreased as a result of the reduced active customer base [1]

[Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) [Overview of Statement of Profit or Loss](index=2&type=section&id=Overview%20of%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the company's revenue decreased by 28.0% year-on-year to **RMB 84,598 thousand**, gross profit decreased by 39.9% to **RMB 29,135 thousand**, and loss for the period expanded to **RMB 9,462 thousand**, with basic loss per share attributable to owners of the parent company at **RMB 1.36 cents** Statement of Profit or Loss Summary | Metric | 2025 (Thousand RMB) | 2024 (Thousand RMB) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 84,598 | 117,475 | -28.0 | | Cost of Sales | (55,463) | (69,008) | -19.6 | | Gross Profit | 29,135 | 48,467 | -39.9 | | Other Income and Gains | 1,302 | 9,950 | -86.9 | | Selling and Distribution Expenses | (20,115) | (23,687) | -15.1 | | Administrative Expenses | (15,788) | (20,207) | -21.9 | | Research and Development Expenses | (807) | (446) | 80.9 | | Other Expenses | (550) | (14,717) | -96.3 | | Finance Costs | (1,398) | (1,577) | -11.3 | | Loss Before Tax | (8,284) | (2,257) | 267.0 | | Income Tax Expense | (1,178) | (740) | 59.2 | | Loss for the Period | (9,462) | (2,997) | 215.7 | | Loss Attributable to Owners of the Parent | (7,570) | (1,617) | 368.1 | | Basic and Diluted Loss Per Share (RMB Cents) | (1.36) | (0.32) | 325.0 | [Interim Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) [Overview of Financial Position](index=3&type=section&id=Overview%20of%20Financial%20Position) As of June 30, 2025, the company's total assets were **RMB 240,890 thousand**, a slight decrease from December 31, 2024, with net current liabilities expanding to **RMB 47,136 thousand** and net assets at **RMB 88,317 thousand** Financial Position Summary | Metric | June 30, 2025 (Thousand RMB) | December 31, 2024 (Thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 157,746 | 159,489 | -1.1 | | Total Current Assets | 83,144 | 90,434 | -8.0 | | Total Current Liabilities | 130,280 | 123,588 | 5.4 | | Net Current Liabilities | (47,136) | (33,154) | 42.2 | | Total Assets Less Current Liabilities | 110,610 | 126,335 | -12.4 | | Total Non-current Liabilities | 22,293 | 30,817 | -27.7 | | Net Assets | 88,317 | 95,518 | -7.5 | | Total Equity | 88,317 | 95,518 | -7.5 | [Notes to the Interim Condensed Consolidated Financial Information](index=5&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) [1. Basis of Preparation](index=5&type=section&id=1.%20Basis%20of%20Preparation) This interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 and should be read in conjunction with the 2024 annual consolidated financial statements; despite net current liabilities, the Board considers the going concern basis appropriate - The financial information is prepared in accordance with **International Accounting Standard 34** and is consistent with the annual financial statements[6](index=6&type=chunk) - As of June 30, 2025, net current liabilities amounted to **RMB 47,136 thousand**, but the Board considers the going concern assumption reasonable based on unutilized bank facilities and expected operating cash flows[6](index=6&type=chunk) [2. Changes in Accounting Policies and Disclosures](index=5&type=section&id=2.%20Changes%20in%20Accounting%20Policies%20and%20Disclosures) This period saw the initial adoption of revised International Financial Reporting Standards, including amendments to IAS 21 regarding lack of exchangeability, which had no impact on the interim condensed consolidated financial information as the Group's transaction and functional currencies are all exchangeable - Adoption of amendments to **International Accounting Standard 21** concerning the assessment of currency exchangeability[7](index=7&type=chunk)[8](index=8&type=chunk) - The amendments have **no impact** on the interim financial information as all currencies used by the Group are exchangeable[8](index=8&type=chunk) [3. Operating Segment Information](index=6&type=section&id=3.%20Operating%20Segment%20Information) The Group's operating segments include medical aesthetic services, consulting services, and device products; as of June 30, 2025, external customer revenue for medical aesthetic services and device products both decreased, leading to an overall segment loss Segment Revenue for the Six Months Ended June 30, 2025 (Thousand RMB) | Segment | Sales to External Customers | Inter-segment Sales | Total Segment Revenue | | :--- | :--- | :--- | :--- | | Medical Aesthetic Services | 74,937 | – | 74,937 | | Consulting Services | 302 | 985 | 1,287 | | Device Products | 9,359 | 3,785 | 13,144 | | **Total** | **84,598** | **4,770** | **89,368** | Segment Revenue for the Six Months Ended June 30, 2024 (Thousand RMB) | Segment | Sales to External Customers | Inter-segment Sales | Total Segment Revenue | | :--- | :--- | :--- | :--- | | Medical Aesthetic Services | 83,026 | – | 83,026 | | Consulting Services | 29 | – | 29 | | Device Products | 34,420 | 2,205 | 36,625 | | **Total** | **117,475** | **2,205** | **119,680** | Segment Results (Thousand RMB) | Segment | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Medical Aesthetic Services | (1,787) | (2,983) | | Consulting Services | (1,518) | (364) | | Device Products | 3,821 | 14,439 | | **Total Segment Results** | **516** | **11,092** | | Loss Before Income Tax | (8,284) | (2,257) | Segment Assets (Thousand RMB) | Segment | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Medical Aesthetic Services | 65,214 | 80,270 | | Consulting Services | 6,284 | 8,850 | | Device Products | 72,033 | 76,337 | | **Total Assets** | **240,890** | **249,923** | Segment Liabilities (Thousand RMB) | Segment | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Medical Aesthetic Services | 87,247 | 91,427 | | Consulting Services | 934 | 1,026 | | Device Products | 1,475 | 18,723 | | **Total Liabilities** | **152,573** | **154,405** | [4. Revenue, Other Income and Gains](index=9&type=section&id=4.%20Revenue%2C%20Other%20Income%20and%20Gains) For the six months ended June 30, 2025, total revenue was **RMB 84,598 thousand**, a 28.0% year-on-year decrease, with medical aesthetic services revenue down 9.7%, medical aesthetic device product revenue significantly down 72.8%, and consulting services revenue notably up 941.4%; total other income and gains decreased by 86.9% year-on-year, mainly due to reduced fair value gains on contingent consideration Revenue Analysis (Thousand RMB) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Medical Aesthetic Services | 74,937 | 83,026 | -9.7 | | Medical Aesthetic Device Products | 9,359 | 34,420 | -72.8 | | Consulting Services | 302 | 29 | 941.4 | | **Total** | **84,598** | **117,475** | **-28.0** | Other Income and Gains Analysis (Thousand RMB) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Other Income | 809 | 421 | 92.2 | | Total Gains | 493 | 9,529 | -94.8 | | **Total Other Income and Gains** | **1,302** | **9,950** | **-86.9** | - Total other income and gains significantly decreased, primarily due to higher fair value gains on contingent consideration of **RMB 9,039 thousand** in the prior period of 2024, with no such gains in the current period[15](index=15&type=chunk) [5. Loss Before Tax](index=11&type=section&id=5.%20Loss%20Before%20Tax) The Group's loss before tax expanded to **RMB 8,284 thousand**, primarily due to decreased revenue and changes in certain expense structures; while cost of inventories sold, intangible asset amortization, property, plant and equipment depreciation, right-of-use asset depreciation, employee benefit expenses, promotion and marketing expenses, and professional fees all decreased, R&D expenses increased Key Expense Items (Thousand RMB) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Supplies Consumed | 32,622 | 36,639 | -11.0 | | Cost of Inventories Sold | 2,955 | 10,311 | -71.3 | | Amortization of Intangible Assets | 1,709 | 3,036 | -43.8 | | Depreciation of Property, Plant and Equipment | 5,506 | 5,848 | -5.9 | | Depreciation of Right-of-Use Assets | 4,604 | 5,468 | -15.8 | | Employee Benefit Expenses (excluding directors' and chief executive's emoluments) | 30,671 | 33,649 | -8.8 | | Promotion and Marketing Expenses | 5,112 | 6,011 | -15.0 | | Professional Fees | 1,766 | 2,005 | -11.9 | | Impairment of Intangible Assets | – | 13,279 | -100.0 | | Fair Value Change of Contingent Consideration | – | (9,039) | -100.0 | [6. Income Tax](index=11&type=section&id=6.%20Income%20Tax) The Group's income tax expense increased from **RMB 740 thousand** in 2024 to **RMB 1,178 thousand** in 2025; mainland China subsidiaries pay income tax at a statutory rate of 25%, with some small and micro enterprises enjoying a preferential rate of 5% - Mainland China subsidiaries are subject to a statutory income tax rate of **25%**[17](index=17&type=chunk) - Certain small and micro enterprises (e.g., Ruian Ruili, Wuhu Ruili) enjoy a preferential tax rate of **5%**[18](index=18&type=chunk) Income Tax Expense (Thousand RMB) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Current Tax | (91) | 4,135 | | Deferred Tax | 1,269 | (3,395) | | **Total Tax Expense for the Period** | **1,178** | **740** | [7. Dividends](index=12&type=section&id=7.%20Dividends) For the period ended June 30, 2025, the Company neither paid nor declared any dividends - The Company neither paid nor declared dividends during the reporting period[20](index=20&type=chunk) [8. Loss Per Share Attributable to Owners of the Parent](index=12&type=section&id=8.%20Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Parent) For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the parent was **RMB 1.36 cents**, a significant increase from **RMB 0.32 cents** in the prior period, mainly due to expanded losses and an increased weighted average number of ordinary shares outstanding Loss Per Share Calculation (Thousand RMB) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Parent | (7,570) | (1,617) | | Weighted Average Number of Ordinary Shares in Issue | 557,077,333 | 508,330,653 | | **Basic and Diluted Loss Per Share (RMB Cents)** | **(1.36)** | **(0.32)** | - Share options have an anti-dilutive effect on basic loss per share and are therefore disregarded in the calculation of diluted loss per share[22](index=22&type=chunk) [9. Property, Plant and Equipment](index=13&type=section&id=9.%20Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group acquired assets of **RMB 1,423 thousand** and disposed of assets with a net book value of **RMB 354 thousand**, resulting in a net loss on disposal of **RMB 86 thousand**, with no impairment losses recognized in the period Changes in Property, Plant and Equipment (Thousand RMB) | Item | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Cost of Asset Acquisitions | 1,423 | 5,277 | | Net Book Value of Assets Disposed | 354 | 109 | | Net Loss on Disposal | 86 | 109 | | Impairment Loss | – | – | [10. Right-of-Use Assets](index=13&type=section&id=10.%20Right-of-Use%20Assets) For the six months ended June 30, 2025, the Group acquired right-of-use assets of **RMB 21,536 thousand**, primarily involving the purchase of a property from Suzhou Maidi Jinggang Technology Co., Ltd. and the signing of a lease agreement - Right-of-use assets of **RMB 21,536 thousand** were acquired in the current period, with no such acquisitions in the prior period[24](index=24&type=chunk) - This primarily involved the purchase of a property from Suzhou Maidi for a consideration of **RMB 21,437 thousand**, which was approved by shareholders[24](index=24&type=chunk) - A six-month lease agreement, including a right to acquire, was signed with Suzhou Maidi on June 23, 2025, leading to the recognition of right-of-use assets and lease liabilities[24](index=24&type=chunk) [11. Trade Receivables](index=13&type=section&id=11.%20Trade%20Receivables) As of June 30, 2025, total trade receivables were **RMB 716 thousand**, a decrease from **RMB 1,538 thousand** as of December 31, 2024, with changes in the aging structure Aging Analysis of Trade Receivables (Thousand RMB) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 3 months | 485 | 1,537 | | 7 to 12 months | 231 | 1 | | **Total** | **716** | **1,538** | [12. Prepayments, Other Receivables and Other Assets](index=14&type=section&id=12.%20Prepayments%2C%20Other%20Receivables%20and%20Other%20Assets) As of June 30, 2025, total prepayments, other receivables, and other assets amounted to **RMB 52,154 thousand**, a decrease from **RMB 64,141 thousand** as of December 31, 2024, mainly due to reduced refundable earnest money and other receivables Composition of Prepayments, Other Receivables and Other Assets (Thousand RMB) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Prepayments for Inventories and Supplies | 14,579 | 11,532 | | Deposits | 18,280 | 18,482 | | Refundable Earnest Money | 11,500 | 16,000 | | Prepaid Expenses | 1,085 | 1,369 | | Prepayments for Services | 533 | 446 | | Other Receivables | 6,238 | 16,410 | | Impairment Allowance | (61) | (98) | | **Total** | **52,154** | **64,141** | [13. Trade Payables](index=14&type=section&id=13.%20Trade%20Payables) As of June 30, 2025, total trade payables were **RMB 7,703 thousand**, largely consistent with **RMB 7,779 thousand** as of December 31, 2024, with minor changes in the aging structure Aging Analysis of Trade Payables (Thousand RMB) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 90 days | 6,415 | 7,062 | | 91 to 180 days | 798 | 636 | | 181 to 365 days | 459 | 58 | | Over 365 days | 31 | 23 | | **Total** | **7,703** | **7,779** | [14. Other Payables and Accruals](index=15&type=section&id=14.%20Other%20Payables%20and%20Accruals) As of June 30, 2025, total other payables and accruals amounted to **RMB 29,255 thousand**, a decrease from **RMB 39,472 thousand** as of December 31, 2024, mainly due to reduced other payables and tax liabilities Composition of Other Payables and Accruals (Thousand RMB) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Other Payables | 10,872 | 19,803 | | Accrued Salaries | 9,073 | 9,290 | | Advances Received | 5,197 | 4,357 | | Deferred Revenue | 3,500 | 3,500 | | Tax Liabilities (excluding income tax) | 613 | 2,522 | | **Total** | **29,255** | **39,472** | [15. Events After the Reporting Period](index=15&type=section&id=15.%20Events%20After%20the%20Reporting%20Period) Two significant events occurred after the reporting period: Hainan Beilifeier introduced investors, reducing the Company's equity from 100% to 30%, constituting a deemed disposal; Hangzhou Beilifeier ceased medical aesthetic services and terminated contractual arrangements, shifting its strategic focus to medical aesthetic device product sales - Hainan Beilifeier introduced two investors with a capital injection of **RMB 5,005 thousand** and underwent capital reduction, resulting in the Company's equity in Hainan Beilifeier decreasing from **100% to 30%**[29](index=29&type=chunk) - Hangzhou Beilifeier terminated its medical aesthetic services business, cancelled its medical practice license, and dissolved contractual arrangements with Ruili Beauty Consulting and Mr. Fu Haishu, shifting its strategic focus to medical aesthetic device product sales[30](index=30&type=chunk) [Management Discussion and Analysis](index=16&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=16&type=section&id=Business%20Review) As a leading medical aesthetic service provider in China's Yangtze River Delta, the Group's business spans medical aesthetic services, consulting, and device product sales and R&D; during the reporting period, revenue decreased by **28.0%** year-on-year and losses expanded due to market slowdown and intensified competition, with active customer numbers decreasing by **23.7%** but average spending per medical aesthetic service customer increasing by **18.3%** - The Group's business spans the upstream, midstream, and downstream of the medical aesthetic industry, including aesthetic surgery, minimally invasive aesthetic, dermatological aesthetic services, management consulting, and device product sales and R&D[31](index=31&type=chunk) - During the reporting period, China's medical aesthetic market experienced slower growth, intense competition, and diversified consumer demand, leading to a **28.0%** decrease in Group revenue to **RMB 84.6 million** and an expanded loss of **RMB 9.5 million**[31](index=31&type=chunk) Customer Data Comparison | Metric | H1 2025 | H1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Active Medical Aesthetic Customers | 24,200 persons | 31,700 persons | -23.7 | | New Customers | 8,700 persons | 12,100 persons | -28.1 | | Repeat Customers | 15,500 persons | 19,600 persons | -20.9 | | Average Spending Per Medical Aesthetic Service Customer (RMB) | 3,100 | 2,621 | 18.3 | [Development Plan and Strategic Layout](index=16&type=section&id=Development%20Plan%20and%20Strategic%20Layout) To address market challenges, the Group is advancing multiple strategic initiatives, including increasing non-surgical project capacity, optimizing cost and personnel structure, diversifying sales channels, building an advanced medical aesthetic device R&D and manufacturing platform, and expanding brand influence and corporate scale - Increase service capacity for non-surgical projects, introduce the latest medical aesthetic technologies and equipment, and enhance minimally invasive and dermatological aesthetic service capabilities[33](index=33&type=chunk) - Control costs and optimize personnel structure by regularly reviewing expenses, rationally allocating human resources, and establishing training and performance evaluation systems[35](index=35&type=chunk) - Diversify sales channels by utilizing internet platforms, third-party platforms, partners, and industry associations for precise marketing and resource integration[36](index=36&type=chunk) - Establish an advanced medical aesthetic device product R&D and manufacturing platform, with Suzhou Ruiquan dedicated to developing and producing dermal injectable products, expected to commence production in **2028**, and actively applying for Class III medical device registration licenses[37](index=37&type=chunk) - Expand brand influence and corporate scale by enhancing product and service quality, increasing brand exposure, and considering the acquisition of suitable medical aesthetic institutions or pharmaceutical and device operating companies at reasonable costs[38](index=38&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) This section provides a detailed review of financial performance during the reporting period, including changes in revenue, cost of sales, gross profit, other income, and various expenses, concluding with the consolidated loss for the period [Revenue](index=19&type=section&id=Revenue) Total revenue for the reporting period was **RMB 84.6 million**, a 28.0% year-on-year decrease; medical aesthetic services revenue declined by 9.7%, primarily due to a decrease in active customers offsetting an increase in average customer spending; medical aesthetic device product sales revenue significantly dropped by 72.8% due to intensified market competition and sales structure adjustments, while medical aesthetic management consulting services revenue grew substantially Revenue by Service Item (Thousand RMB) | Service Item | 2025 | % of Total Revenue | 2024 | % of Total Revenue | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Medical Aesthetic Services | 74,937 | 88.6 | 83,026 | 70.7 | -9.7 | | Aesthetic Surgery Services | 2,741 | 3.2 | 2,586 | 2.2 | 6.0 | | Minimally Invasive Aesthetic Services | 38,404 | 45.4 | 40,134 | 34.2 | -4.3 | | Dermatological Aesthetic Services | 33,110 | 39.2 | 39,772 | 33.9 | -16.8 | | Others | 682 | 0.8 | 534 | 0.4 | 27.7 | | Medical Aesthetic Device Product Sales | 9,359 | 11.1 | 34,420 | 29.3 | -72.8 | | Medical Aesthetic Management Consulting Services | 302 | 0.3 | 29 | 0.0 | 941.4 | | **Total** | **84,598** | **100.0** | **117,475** | **100.0** | **-28.0** | - Medical aesthetic device product sales revenue significantly decreased by **72.8%**, primarily due to intensified market competition and sales structure adjustments[42](index=42&type=chunk) - Minimally invasive aesthetic services revenue decreased by **4.3%**, dermatological aesthetic services revenue decreased by **16.8%**, while aesthetic surgery services revenue increased by **6.0%**[42](index=42&type=chunk) [Cost of Sales](index=20&type=section&id=Cost%20of%20Sales) Cost of sales for the reporting period was approximately **RMB 55.5 million**, a 19.6% year-on-year decrease, primarily due to reduced performance in medical aesthetic services and medical aesthetic device product sales Composition of Cost of Sales (Thousand RMB) | Item | 2025 | % Share | 2024 | % Share | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Cost of Supplies Consumed | 32,622 | 58.8 | 36,639 | 53.1 | -11.0 | | Cost of Inventories Sold | 2,955 | 5.4 | 10,311 | 14.9 | -71.3 | | Staff Costs | 13,485 | 24.3 | 14,638 | 21.2 | -7.9 | | Others | 6,401 | 11.5 | 7,420 | 10.8 | -13.7 | | **Total** | **55,463** | **100.0** | **69,008** | **100.0** | **-19.6** | [Gross Profit](index=21&type=section&id=Gross%20Profit) Gross profit for the reporting period was approximately **RMB 29.1 million**, a 39.9% year-on-year decrease, with gross profit margin falling from **41.3% to 34.4%**, primarily due to declining medical aesthetic device product sales and intensified market competition Gross Profit and Gross Profit Margin Analysis | Service Item | 2025 Gross Profit (Thousand RMB) | 2025 Gross Profit Margin (%) | 2024 Gross Profit (Thousand RMB) | 2024 Gross Profit Margin (%) | Gross Profit Change (%) | Gross Profit Margin Change (Percentage Points) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Medical Aesthetic Services | 22,573 | 30.1 | 24,329 | 29.3 | -7.2 | 0.8 | | Aesthetic Surgery Services | (1,456) | (53.1) | (1,152) | (44.5) | 26.4 | -8.6 | | Minimally Invasive Aesthetic Services | 14,155 | 36.9 | 13,399 | 33.4 | 5.6 | 3.5 | | Dermatological Aesthetic Services | 11,708 | 35.4 | 14,382 | 36.2 | -18.6 | -0.8 | | Others | (1,834) | (268.9) | (2,300) | (430.7) | -20.3 | 161.8 | | Medical Aesthetic Device Product Sales | 6,404 | 68.4 | 24,109 | 70.0 | -73.4 | -1.6 | | Medical Aesthetic Management Consulting Services | 158 | 52.3 | 29 | 100.0 | 444.8 | -47.7 | | **Total** | **29,135** | **34.4** | **48,467** | **41.3** | **-39.9** | **-6.9** | - Gross profit from medical aesthetic device product sales significantly decreased by **73.4%**, primarily due to the proliferation of injectable product categories and intensified market competition[48](index=48&type=chunk) - The overall gross profit margin for medical aesthetic services increased by **0.8 percentage points to 30.1%**, while the gross profit margin for medical aesthetic device product sales decreased by **1.6 percentage points to 68.4%**, mainly due to product mix adjustments[48](index=48&type=chunk) [Other Income and Gains](index=22&type=section&id=Other%20Income%20and%20Gains) Other income and gains for the reporting period were approximately **RMB 1.3 million**, a significant decrease from **RMB 10.0 million** in the prior period, primarily due to reduced fair value gains on contingent consideration - Total other income and gains decreased by approximately **RMB 8.7 million** year-on-year, primarily due to reduced fair value gains on contingent consideration[49](index=49&type=chunk) [Selling and Distribution Expenses](index=22&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses for the reporting period were approximately **RMB 20.1 million**, a year-on-year decrease of **RMB 3.6 million**, mainly due to reduced promotion expenses from online platform adjustments and lower personnel and rent-related costs from Group personnel integration - Selling and distribution expenses decreased by **15.1%**, primarily due to reduced promotion expenses from online platform adjustments and lower personnel and rent-related costs from Group personnel integration[50](index=50&type=chunk) [Administrative Expenses](index=22&type=section&id=Administrative%20Expenses) Administrative expenses for the reporting period were approximately **RMB 15.8 million**, a year-on-year decrease of **RMB 4.4 million**, mainly due to reduced personnel expenses from Group personnel integration and lower intermediary team service costs - Administrative expenses decreased by **21.9%**, primarily due to reduced personnel expenses from Group personnel integration and lower intermediary team service costs[51](index=51&type=chunk) [Other Expenses](index=23&type=section&id=Other%20Expenses) Other expenses for the reporting period were approximately **RMB 0.6 million**, a significant decrease from **RMB 14.7 million** in the prior period, primarily due to reduced asset impairment losses - Other expenses significantly decreased by **96.3%**, primarily due to reduced asset impairment losses[52](index=52&type=chunk) [Finance Costs](index=23&type=section&id=Finance%20Costs) Finance costs for the reporting period were approximately **RMB 1.4 million**, a slight decrease from **RMB 1.6 million** in the prior period, primarily comprising interest on lease liabilities and bank and other borrowings - Finance costs decreased by **11.3%** year-on-year, primarily comprising interest on lease liabilities and bank and other borrowings[53](index=53&type=chunk) [Income Tax Expense](index=23&type=section&id=Income%20Tax%20Expense) Income tax expense for the reporting period was approximately **RMB 1.2 million**, an increase from **RMB 0.7 million** in the prior period - Income tax expense increased by **59.2%** year-on-year to **RMB 1.2 million**[54](index=54&type=chunk) [Total Comprehensive Loss for the Period and Loss Attributable to Owners of the Parent](index=23&type=section&id=Total%20Comprehensive%20Loss%20for%20the%20Period%20and%20Loss%20Attributable%20to%20Owners%20of%20the%20Parent) The Group recorded a loss of approximately **RMB 9.5 million** for the reporting period, with loss attributable to owners of the parent at approximately **RMB 7.6 million**, both significantly expanded compared to the prior period Total Loss (Thousand RMB) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Group's Loss for the Period | (9,462) | (2,997) | | Loss Attributable to Owners of the Parent | (7,570) | (1,617) | [Liquidity and Financial Resources and Capital Structure](index=23&type=section&id=Liquidity%20and%20Financial%20Resources%20and%20Capital%20Structure) As of June 30, 2025, cash and bank balances were approximately **RMB 35.9 million**, with net current liabilities of approximately **RMB 47.1 million**; despite increased net current liabilities, the Board believes the Group has sufficient working capital Liquidity Position (Thousand RMB) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and Bank Balances and Time Deposits | 35,900 | 28,900 | | Net Current Liabilities | (47,100) | (33,200) | | Unutilized Bank Facilities | 7,000 | 13,000 | - The Board believes the Group currently possesses **sufficient working capital** for its operations, considering cash on hand, cash flows from operating activities, and available financing[56](index=56&type=chunk) [Lease Liabilities](index=23&type=section&id=Lease%20Liabilities) As of June 30, 2025, the Group's lease liabilities were approximately **RMB 47.3 million**, an increase from December 31, 2024 Lease Liabilities (Thousand RMB) | Date | Amount | | :--- | :--- | | June 30, 2025 | 47,300 | | December 31, 2024 | 35,600 | [Capital Commitments](index=23&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no contracted but unprovided capital commitments - The Group had **no contracted but unprovided capital commitments** at the end of the reporting period[58](index=58&type=chunk) [Capital Expenditure](index=24&type=section&id=Capital%20Expenditure) During the reporting period, the Group's capital expenditure for acquiring equipment and fitting out leased properties was approximately **RMB 1.4 million**, a decrease from **RMB 4.3 million** in the prior period Capital Expenditure (Thousand RMB) | Item | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Equipment and Leasehold Improvements | 1,400 | 4,300 | [Indebtedness](index=24&type=section&id=Indebtedness) As of June 30, 2025, the Group's outstanding interest-bearing bank borrowings were approximately **RMB 20.0 million**, all at fixed rates and repayable within one year; outstanding mortgage loans were approximately **RMB 5.7 million**, with most repayable within one year Indebtedness Position (Thousand RMB) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Outstanding Interest-Bearing Bank Borrowings | 20,000 | 13,000 | | Outstanding Mortgage Loans | 5,700 | 7,800 | - All bank borrowings are at **fixed interest rates** and are repayable within **1 year**[60](index=60&type=chunk)[61](index=61&type=chunk) - Of the mortgage loans, **RMB 4.5 million** is repayable within one year, and **RMB 1.2 million** is repayable within one to two years[62](index=62&type=chunk) [Treasury Policy](index=24&type=section&id=Treasury%20Policy) The Group adopts a prudent treasury policy, mitigating credit risk through continuous credit assessments and closely monitoring its liquidity position to manage liquidity risk - The Group mitigates credit risk through **continuous credit assessments**[63](index=63&type=chunk) - The Board closely monitors the liquidity position to ensure the liquidity structure of assets, liabilities, and commitments meets funding requirements[63](index=63&type=chunk) [Contingent Liabilities and Guarantees](index=24&type=section&id=Contingent%20Liabilities%20and%20Guarantees) As of June 30, 2025, the Group had no significant contingent liabilities and guarantees - The Group had **no significant contingent liabilities and guarantees** at the end of the reporting period[64](index=64&type=chunk) [Pledged Assets](index=24&type=section&id=Pledged%20Assets) As of June 30, 2025, the Group pledged deposits of **RMB 1.5 million** as collateral for lease arrangements - The Group pledged deposits of **RMB 1.5 million** as collateral for lease arrangements[65](index=65&type=chunk) [Gearing Ratio](index=25&type=section&id=Gearing%20Ratio) As of June 30, 2025, the Group's total debt was approximately **RMB 152.6 million**, with a gearing ratio of approximately **172.8%**, an increase from **161.7%** as of December 31, 2024 Gearing Ratio | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Debt (Million RMB) | 152.6 | 154.4 | | Gearing Ratio (%) | 172.8 | 161.7 | [Interest Rate Risk](index=25&type=section&id=Interest%20Rate%20Risk) As all the Group's borrowings are at fixed interest rates, there is no significant interest rate risk - All the Group's borrowings are at **fixed interest rates**, posing no significant interest rate risk[67](index=67&type=chunk) [Foreign Exchange Fluctuation Risk](index=25&type=section&id=Foreign%20Exchange%20Fluctuation%20Risk) The Group faces foreign exchange fluctuation risk for HKD against RMB, but currently has no foreign currency hedging policy; management will closely monitor and take action when necessary - The Group faces **foreign exchange fluctuation risk** for HKD against RMB[68](index=68&type=chunk) - There is currently **no foreign currency hedging policy**, and management will closely monitor and take action when necessary[68](index=68&type=chunk) [Future Plans for Material Investments or Capital Assets](index=25&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) Other than disclosed matters, the Group had no plans for material investments or acquisitions of capital assets at the end of the reporting period; it may continue to focus on medical aesthetic device product sales and consider related investments in the future - The Group had **no plans for material investments or acquisitions of capital assets** at the end of the reporting period[69](index=69&type=chunk) - In the future, the Group may continue to focus on medical aesthetic device product sales and consider further investments in related businesses[69](index=69&type=chunk) [Employees and Remuneration Policy](index=25&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had **289 employees**, with total staff costs of approximately **RMB 31.7 million**, representing **37.5%** of total revenue; the Company offers competitive remuneration, medical education opportunities, and a professional work environment, along with a performance appraisal system and pension scheme Number of Employees | Function | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Management | 7 | 6 | | Doctors and Medical Staff | 115 | 121 | | Sales, Marketing, Customer Service and Other Business Personnel | 124 | 128 | | Finance and Administrative Personnel | 43 | 35 | | **Total** | **289** | **290** | Staff Costs (Million RMB) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Staff Costs | 30.3 | 31.0 | | Share Option Expenses | 1.4 | 3.7 | | **Total Staff Costs** | **31.7** | **34.7** | | % of Total Revenue for the Reporting Period | 37.5 | 29.6 | - The Company offers **competitive remuneration**, medical education, and a professional environment, attracting and retaining talent through performance appraisals, year-end bonuses, and training[72](index=72&type=chunk) [Use of Proceeds](index=26&type=section&id=Use%20of%20Proceeds) The Group's net proceeds from listing were approximately **HKD 81.7 million**, with **HKD 8.4 million** for organic development remaining unutilized; net proceeds from rights issue were approximately **HKD 19.0 million**, with **HKD 7.6 million** for medical aesthetic device product registration and filing remaining unutilized Use of Net Proceeds from Listing (Million HKD) | Purpose | Planned Use | Actual Use | Unutilized | Expected Time for Full Utilization | | :--- | :--- | :--- | :--- | :--- | | Expand Medical Aesthetic Institution Network | 58.0 | 49.6 | 8.4 | December 31, 2025 | | Acquire New Medical Aesthetic Service Equipment and Consumables | 9.0 | 9.0 | – | – | | Actively Promote Brand | 6.5 | 6.5 | – | – | | General Working Capital | 8.2 | 8.2 | – | – | | **Total** | **81.7** | **73.3** | **8.4** | | Use of Net Proceeds from Rights Issue (Million HKD) | Purpose | Planned Use | Actual Use | Unutilized | Expected Time for Full Utilization | | :--- | :--- | :--- | :--- | :--- | | Purchase Equipment and Raw Materials Required to Start Production Process | 9.5 | 9.5 | – | – | | Register and File Medical Aesthetic Device Products with NMPA | 7.6 | – | 7.6 | March 31, 2026 | | General Working Capital | 1.9 | 1.9 | – | – | | **Total** | **19.0** | **11.4** | **7.6** | | [Outlook](index=28&type=section&id=Outlook) China's medical aesthetic industry is rapidly developing with an expanding market size and stricter government regulation, moving towards standardization, professionalization, personalization, and technological advancement; non-invasive treatments and personalized customization are key highlights, and new material approvals will offer richer choices; despite challenges and intense competition, the overall industry trend remains positive - China's medical aesthetic industry is rapidly developing with an expanding market size and increased government regulation, driving the industry towards standardization, professionalization, personalization, and technological advancement[78](index=78&type=chunk) - **Non-invasive treatments** and **personalized customization** have become two core highlights in the medical aesthetic field[78](index=78&type=chunk) - Advances in frontier technologies like biotechnology and nanotechnology have significantly enhanced the safety and efficacy of medical aesthetic materials, with more new materials expected to be approved for market in the future[78](index=78&type=chunk) - Despite industry challenges and competition, the overall development trend remains positive[78](index=78&type=chunk) [Other Information](index=29&type=section&id=Other%20Information) [Purchase, Sale or Redemption of the Company's Listed Securities](index=29&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - Neither the Company nor its subsidiaries engaged in any purchase, sale, or redemption of listed securities during the reporting period[80](index=80&type=chunk) [Interim Dividend](index=29&type=section&id=Interim%20Dividend) The Board resolved not to declare any interim dividend for the reporting period - The Board resolved **not to declare an interim dividend**[81](index=81&type=chunk) [Directors' Securities Transactions](index=29&type=section&id=Directors'%20Securities%20Transactions) The Company has adopted the Model Code set out in Appendix C3 of the Stock Exchange Listing Rules, and all Directors have confirmed their compliance with the Code during the reporting period - The Company has adopted the **Model Code for Securities Transactions by Directors of Listed Issuers**[82](index=82&type=chunk) - All Directors confirmed compliance with the Model Code during the reporting period[82](index=82&type=chunk) [Corporate Governance Practices](index=29&type=section&id=Corporate%20Governance%20Practices) The Company adheres to sound corporate governance principles and has adopted the Corporate Governance Code provisions set out in Appendix C1 of the Listing Rules, complying with all applicable code provisions during the reporting period - The Company adheres to sound corporate governance principles, emphasizing transparency, accountability, and independence[83](index=83&type=chunk) - The Company has adopted and complied with all applicable provisions of the **Corporate Governance Code** set out in Appendix C1 of the Listing Rules[83](index=83&type=chunk)[84](index=84&type=chunk) [Pre-emptive Rights](index=29&type=section&id=Pre-emptive%20Rights) There are no provisions for pre-emptive rights in the Company's articles of association or Cayman Islands law, which do not require new shares to be offered pro-rata to existing shareholders - There are **no pre-emptive rights provisions** in the Company's articles of association or Cayman Islands law[85](index=85&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The Audit Committee comprises three independent non-executive directors, responsible for monitoring financial reporting, the audit process, internal controls, and compliance with laws and regulations; the Committee has reviewed and approved the Group's unaudited condensed consolidated financial information and interim report for the reporting period - The Audit Committee comprises three independent non-executive directors: Mr. Liu Teng (Chairman), Mr. Cao Dequan, and Ms. Yang Xiaofen[86](index=86&type=chunk) - The Audit Committee is primarily responsible for monitoring financial reporting, the audit process, internal controls, and compliance with laws and regulations[87](index=87&type=chunk) - The Audit Committee has reviewed and approved the Group's unaudited condensed consolidated financial information and interim report for the reporting period, with no disagreements on accounting treatments[87](index=87&type=chunk) [Material Events During the Reporting Period](index=30&type=section&id=Material%20Events%20During%20the%20Reporting%20Period) On March 7, 2025, Suzhou Ruiquan (an indirect non-wholly owned subsidiary of the Company) entered into an agreement with Suzhou Maidi to acquire a property with a gross floor area of approximately **4,660.22 square meters** for **RMB 21,437,012**, which was approved by shareholders - Suzhou Ruiquan signed an agreement on March 7, 2025, to acquire a property in Suzhou with a gross floor area of approximately **4,660.22 square meters** for **RMB 21,437,012**[88](index=88&type=chunk) - The property acquisition agreement was approved by the Company's shareholders at the **2025 Annual General Meeting**[88](index=88&type=chunk) [Events After the Reporting Period](index=30&type=section&id=Events%20After%20the%20Reporting%20Period) Two significant events occurred after the reporting period: Hainan Beilifeier introduced investors, reducing the Company's equity from 100% to 30%, constituting a deemed disposal; Hangzhou Beilifeier ceased medical aesthetic services and terminated contractual arrangements, shifting its strategic focus to medical aesthetic device product sales - On July 4, 2025, Hainan Beilifeier introduced investors with a capital injection of **RMB 5,005 thousand** and underwent capital reduction, resulting in the Company's interest in Hainan Beilifeier decreasing from **100.00% to 30.00%**, constituting a deemed disposal[89](index=89&type=chunk) - On August 15, 2025, Hangzhou Beilifeier terminated its medical aesthetic services business, cancelled its medical practice license, and shifted its strategic focus to medical aesthetic device product sales, dissolving contractual arrangements with Ruili Beauty Consulting and Mr. Fu Haishu[90](index=90&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=31&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) This announcement has been published on the Company's and Stock Exchange's websites; the interim report, containing all information required by the Listing Rules, will be dispatched to shareholders in due course and will be available on the same websites - The interim results announcement has been published on the Company's website (http://www.raily.com) and the Stock Exchange's website (https://www.hkex.com.hk)[92](index=92&type=chunk) - The interim report, containing all information required by the Listing Rules, will be dispatched to shareholders in due course and made available on the same websites[92](index=92&type=chunk) [Board of Directors](index=31&type=section&id=Board%20of%20Directors) As of the date of this announcement, the Board of Directors includes Executive Directors Mr. Fu Haishu, Mr. Song Jianliang, and Mr. Wang Ying, as well as Independent Non-executive Directors Mr. Cao Dequan, Ms. Yang Xiaofen, and Mr. Liu Teng - The Board of Directors comprises three Executive Directors (Mr. Fu Haishu, Mr. Song Jianliang, Mr. Wang Ying) and three Independent Non-executive Directors (Mr. Cao Dequan, Ms. Yang Xiaofen, Mr. Liu Teng)[94](index=94&type=chunk)