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 公司名稱: 康健國際醫療集團有限公司 呈交日期: 2025年10月2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) | 03886 | 說明 | 康健國際醫療 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 30,000,000,000 | HKD | | 0.01 | HKD | | 300,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 30,000,000,000 | HKD | | 0.01 | HKD | | 300,00 ...

請於本公司網站「投資者關係」一欄或聯交所網站內讀取本次公司通訊。若 閣下早前曾要求收取公司通訊的印刷本， 本次公司通訊的印刷本已隨函附上。 為了支援通過電郵進行電子通訊，建議非登記股東向代其持有股份的銀行、經紀、託管商或代理人（統稱「中介機 構」）提供其有效的電郵地址。如本公司沒有收到 閣下的中介機構透過香港中央結算（代理人）有限公司提供 閣下 的有效的電郵地址或郵寄地址，本公司將不會向 閣下發送登載通知。 Town Health International Medical Group Limited 康健國際醫療集團有限公司 （於開曼群島註冊成立及於百慕達存續之有限公司） （股份代號：3886） 各位非登記股東1： 於本公司網站登載公司通訊之通知 謹此通知 閣下，康健國際醫療集團有限公司（「本公司」）之下述公司通訊2（「本次公司通訊」）之中、英文版本， 現已登載於本公司網站 https://townhealth.com（「本公司網站」）及香港聯合交易所有限公司（「聯交所」）網站 www.hkexnews.hk（「聯交所網站」）以供閱覽： • 中期報告 2025 1. 非登記股東指將所持有之本公司股份存放於中 ...

各位登記股東： 於本公司網站登載公司通訊之通知 謹此通知 閣下，康健國際醫療集團有限公司（「本公司」）之下述公司通訊1（「本次公司通訊」）之中、英文版 本，現已登載於本公司網站 https://townhealth.com（「本公司網站」）及香港聯合交易所有限公司（「聯交所」）網 站 www.hkexnews.hk（「聯交所網站」）以供閱覽： • 中期報告 2025 Town Health International Medical Group Limited 康健國際醫療集團有限公司 （於開曼群島註冊成立及於百慕達存續之有限公司） （股份代號：3886） 附註： 如 閣下對本函內容有任何疑問，請致電香港股份過戶登記分處電話熱線 (852) 2980 1333，辦公時間為星期一至 星期五（公眾假期除外）上午 9 時正至下午 6 時正，或電郵至 is-ecom@vistra.com。 代表 康健國際醫療集團有限公司 公司秘書 盧偉強 二零二五年九月二十六日 附件 請於本公司網站「投資者關係」一欄或聯交所網站內讀取本次公司通訊。若 閣下早前曾要求收取公司通訊的印刷 本，本次公司通訊的印刷本已隨函附上。 為了支援通 ...

目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 財務摘要 | 4 | | 管理層討論及分析 | 5 | | 權益披露 | 31 | | 企業管治 | 34 | | 獨立核數師審閱報告 | 36 | | 簡明綜合損益及其他全面收益表 | 38 | | 簡明綜合財務狀況表 | 40 | | 簡明綜合權益變動表 | 42 | | 簡明綜合現金流量表 | 44 | | 簡明綜合財務報表附註 | 46 | | 詞彙表 | 78 | 1 康健國際醫療集團有限公司 二零二五年中期報告 公司資料 董事會 執行董事 蔡加讚先生， 金紫荊星章，太平紳士 （主席兼行政總裁） 霍兆榮醫生 張霄雪女士 劉詩音先生 （ 於二零二五年二月二十四日辭任） 黃宇先生 （於二零二五年二月二十四日獲委任） 非執行董事 李蕙苓女士 劉淑卿女士 劉陽先生 張蕾娣女士 獨立非執行董事 于學忠先生 徐衛國博士 韓文欣先生 陳偉根先生 張加銘先生 崔永昌先生 董事委員會 審核委員會 陳偉根先生 （主席） 劉陽先生 徐衛國博士 張加銘先生 薪酬委員會 張加銘先生 （主席） 劉陽先生 于學忠先生 陳偉根先生 提名委員會 蔡加讚 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Town Health International Medical Group Limited 康健國際醫療集團有限公司 （於開曼群島註冊成立及於百慕達存續之有限公 司） （股份代 號：3886） 有關收購目標集團的溢利保證的最新消息 茲提述康健國際醫療集團有限公司（「本公司」，連同其附屬公司「本集團」）日期為 二零二二年七月十一日、二零二二年八月十五日、二零二二年八月二十六日、二零 二四年四月十九日、二零二四年七月二十三日、二零二五年八月十八日及二零二五 年八月二十九日之公告（統稱「該等公告」），內容有關本集團收購Central Medical Holdings Limited（「目標公司」）及其附屬公司（「目標集團」）之全部權益及相關溢利保 證。除非另有規定，本公告所用詞彙具有於該等公告中所賦予的相同涵義。 本公司謹此告知股東有關訴訟程序及溢利保證的最新情況： 1 截至二零二三年三月三十一日止財政年 ...

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 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) | 03886 | 說明 | 康健國際醫療 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 30,000,000,000 | HKD | | 0.01 HKD | | 300,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 30,000,000,000 | HKD | | 0.01 HKD | | 300,000,000 | | 2. 股份分類 | 優先股 | 股份類別 | 其他類別 (請註明) | | 於香港聯交所上市 (註1) | | 否 | | | --- | --- | --- | -- ...

集团致力于持续提升营运效率，尤其专注于满足日益增长的高性价比医疗服务需求。集团充分彰显出经 营韧性及适应能力。 格隆汇8月29日丨康健国际医疗(03886.HK)公布中期业绩，2025年上半年，集团录得收入约9.01亿港 元，公司拥有人应占溢利约1272.7万港元，上年同期亏损约4767.6,万港元。 ...

Group 1 - The core viewpoint of the article is that 康健国际医疗 (Kang Jian International Medical) reported a slight decline in revenue but achieved a significant turnaround in profitability for the first half of 2025 [1] Group 2 - The company's revenue for the first half of 2025 was HKD 901 million, representing a year-on-year decrease of 1.46% [1] - The net profit attributable to shareholders was HKD 12.727 million, a recovery from a loss of HKD 47.676 million in the same period last year, indicating a successful turnaround [1] - The basic earnings per share were reported at HKD 0.19 [1]

Core Viewpoint - 康健国际医疗 reported a revenue of HKD 901 million for the first half of 2025, representing a year-on-year decrease of 1.46% [1] - The company achieved a profit attributable to shareholders of HKD 12.727 million, a significant turnaround from a loss of HKD 47.676 million in the same period last year, indicating a successful recovery [1] - Basic earnings per share were reported at HKD 0.19 [1] Financial Performance - Revenue for the first half of 2025 was HKD 901 million, down 1.46% compared to the previous year [1] - The company turned a profit with an attributable profit of HKD 12.727 million, contrasting with a loss of HKD 47.676 million in the prior year [1] - Basic earnings per share increased to HKD 0.19 [1]

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) The Group achieved a net profit of HK$35,593 thousand for the six months ended June 30, 2025, turning around from a net loss in the prior period, with improved net assets and a significantly reduced debt-to-equity ratio Financial Highlights for the Six Months Ended June 30, 2025 | Metric | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 900,923 | 914,280 | -1.46% | | Net Profit | 35,593 | (28,542) | Swung to profit | | Profit attributable to owners of the Company | 12,727 | (47,676) | Swung to profit | | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Net Assets | 3,436,900 | 3,380,347 | +1.67% | | Net Current Assets | 1,306,142 | 1,300,647 | +0.42% | | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Current Ratio | 3.19 | 3.19 | 0.00 | | Debt-to-Equity Ratio | 0.38% | 2.71% | -2.33% | - The Board does not recommend an interim dividend for the six months ended June 30, 2025 (2024: nil)[2](index=2&type=chunk) [Results](index=2&type=section&id=Results) This section provides a detailed overview of the Group's financial performance and position for the reporting period [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group recorded revenue of HK$900,923 thousand for the six months ended June 30, 2025, with a net profit of HK$35,593 thousand, turning around from a loss in the prior period due to reduced net other losses and a swing to profit from associates Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 900,923 | 914,280 | -1.46% | | Gross Profit | 230,179 | 249,553 | -7.76% | | Other Income | 19,377 | 18,660 | +3.84% | | Administrative Expenses | (192,421) | (194,598) | -1.12% | | Net Other Gains and Losses | (3,326) | (69,572) | -95.22% | | Finance Costs | (7,957) | (11,969) | -33.52% | | Share of Results of Associates | 7,264 | (1,991) | Swung to profit | | Profit (Loss) Before Tax | 53,116 | (9,917) | Swung to profit | | Income Tax Expense | (17,523) | (18,625) | -5.92% | | Profit (Loss) for the Period | 35,593 | (28,542) | Swung to profit | | Profit (Loss) attributable to owners of the Company | 12,727 | (47,676) | Swung to profit | | Basic and Diluted Earnings (Loss) Per Share (HK cents) | 0.19 | (0.70) | Swung to profit | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets less current liabilities were HK$3,506,855 thousand, with total equity increasing to HK$3,436,900 thousand, reflecting an optimized financial structure with significantly reduced bank borrowings Condensed Consolidated Statement of Financial Position (As at June 30) | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | **Non-current Assets** | | | | | Investment Properties | 487,594 | 535,621 | -9.06% | | Property, Plant and Equipment | 339,442 | 305,417 | +11.14% | | Goodwill | 600,662 | 593,253 | +1.25% | | Interests in Associates | 174,334 | 168,794 | +3.28% | | **Current Assets** | | | | | Trade and Other Receivables | 488,003 | 462,852 | +5.43% | | Bank Balances and Cash | 1,253,635 | 1,191,397 | +5.22% | | **Current Liabilities** | | | | | Bank Borrowings | 11,436 | 17,594 | -35.00% | | Convertible Bonds | 115,119 | 112,365 | +2.45% | | Net Current Assets | 1,306,142 | 1,300,647 | +0.42% | | Total Assets Less Current Liabilities | 3,506,855 | 3,532,705 | -0.73% | | **Total Equity** | 3,436,900 | 3,380,347 | +1.67% | [Notes to the Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures regarding the Group's accounting policies and financial statement items [1. General Information](index=6&type=section&id=1.%20General%20Information) The Company is a limited liability company incorporated in the Cayman Islands and continued in Bermuda, with shares listed on the Hong Kong Stock Exchange, and its functional currency is HKD - The Company is incorporated in Bermuda as an exempted company with its shares listed on the Hong Kong Stock Exchange[10](index=10&type=chunk)[11](index=11&type=chunk) - The condensed consolidated financial statements are presented in HKD, which is also the Company's functional currency[12](index=12&type=chunk) [2. Basis of Preparation](index=6&type=section&id=2.%20Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and applicable disclosure requirements of Appendix 16 to the Listing Rules - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of Appendix 16 to the Listing Rules[13](index=13&type=chunk) [3. Significant Accounting Policies](index=6&type=section&id=3.%20Significant%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, with fair value measurement for investment properties and certain financial instruments, and new accounting standards had no material impact - The condensed consolidated financial statements are prepared on a historical cost basis, except for investment properties and certain financial instruments measured at fair value[14](index=14&type=chunk) - The revised Hong Kong Financial Reporting Standards accounting standards were first applied in this interim period but had no material impact on the Group's financial position and performance[15](index=15&type=chunk) - The Group has not early adopted new and revised Hong Kong Financial Reporting Standards accounting standards that have been issued but are not yet effective, and is assessing their full impact[16](index=16&type=chunk)[17](index=17&type=chunk) [4. Revenue](index=8&type=section&id=4.%20Revenue) The Group's total revenue for the six months ended June 30, 2025, was HK$900,923 thousand, primarily from Hong Kong medical services, network management, and Mainland China hospital management, with most revenue recognized at a point in time Revenue Classification (For the Six Months Ended June 30) | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Hong Kong Medical Services | 377,546 | 394,462 | -4.30% | | Hong Kong Medical Network Management Business | 233,162 | 250,043 | -6.75% | | Mainland China Hospital Management and Medical Services | 285,985 | 264,377 | +8.17% | | Others (Rental Income) | 4,230 | 5,398 | -21.64% | | **Total** | **900,923** | **914,280** | **-1.46%** | - Most revenue (HK$859,712 thousand) is recognized at a point in time, while HK$36,981 thousand is recognized over a period of time[19](index=19&type=chunk)[20](index=20&type=chunk) [5. Segment Information](index=9&type=section&id=5.%20Segment%20Information) The Group operates in four segments: Hong Kong medical services, medical network management, Mainland China hospital management, and others, with Mainland China showing significant growth while Hong Kong segments experienced revenue declines - The Group's four operating and reportable segments are: Hong Kong Medical Services, Hong Kong Medical Network Management Business, Mainland China Hospital Management and Medical Services, and Others (property leasing and other healthcare-related services)[21](index=21&type=chunk)[23](index=23&type=chunk) Segment Revenue and Results (For the Six Months Ended June 30) | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | Revenue Change | 2025 Segment Results (HK$ thousand) | 2024 Segment Results (HK$ thousand) | Results Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Hong Kong Medical Services | 377,546 | 394,462 | -4.30% | 15,578 | 38,397 | -59.46% | | Hong Kong Medical Network Management Business | 233,162 | 250,043 | -6.75% | 19,733 | 18,851 | +4.68% | | Mainland China Hospital Management and Medical Services | 285,985 | 264,377 | +8.17% | 34,508 | 25,559 | +35.01% | | Others | 4,230 | 5,398 | -21.64% | 14,019 | (54,496) | Swung to profit | | **Total** | **900,923** | **914,280** | **-1.46%** | **83,838** | **28,311** | **+196.13%** | Revenue from External Customers by Geographical Location (For the Six Months Ended June 30) | Geographical Location | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Hong Kong | 614,938 | 649,903 | -5.40% | | Other Mainland China | 285,985 | 264,377 | +8.17% | | **Total** | **900,923** | **914,280** | **-1.46%** | [6. Other Income](index=11&type=section&id=6.%20Other%20Income) The Group's total other income for the six months ended June 30, 2025, was HK$19,377 thousand, a slight increase primarily driven by higher interest and dividend income, despite a decrease in miscellaneous income Other Income (For the Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Dividend Income | 1,135 | 595 | +90.76% | | Interest Income | 14,900 | 13,937 | +6.91% | | Rental Income | 1,505 | 1,416 | +6.29% | | Miscellaneous Income | 1,837 | 2,712 | -32.26% | | **Total** | **19,377** | **18,660** | **+3.84%** | [7. Net Other Gains and Losses](index=12&type=section&id=7.%20Net%20Other%20Gains%20and%20Losses) The Group's net other gains and losses for the six months ended June 30, 2025, was a loss of HK$3,326 thousand, a significant reduction from the prior period's loss, mainly due to decreased fair value losses on investment properties and impairment losses on interests in associates Net Other Gains and Losses (For the Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Fair Value Change of Investment Properties | (2,546) | (26,870) | -90.53% | | Fair Value Change of Financial Assets at Fair Value Through Profit or Loss | (552) | (4,348) | -87.33% | | Impairment Loss Recognized on Interests in Associates | – | (36,700) | -100.00% | | Impairment Loss Recognized on Right-of-Use Assets | (399) | (1,329) | -70.00% | | Gain (Loss) on Disposal/Write-off of Property, Plant and Equipment | 63 | (23) | Swung to profit | | Other | 108 | (302) | Swung to profit | | **Total** | **(3,326)** | **(69,572)** | **-95.22%** | [8. Finance Costs](index=12&type=section&id=8.%20Finance%20Costs) The Group's finance costs for the six months ended June 30, 2025, decreased significantly by 33.52% to HK$7,957 thousand, primarily due to reduced interest on convertible bonds and bank borrowings Finance Costs (For the Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Interest on Bank Borrowings | 2,060 | 2,704 | -23.82% | | Interest on Lease Liabilities | 3,143 | 3,388 | -7.23% | | Interest on Convertible Bonds | 2,754 | 5,877 | -53.14% | | **Total** | **7,957** | **11,969** | **-33.52%** | [9. Income Tax Expense](index=13&type=section&id=9.%20Income%20Tax%20Expense) The Group's income tax expense for the six months ended June 30, 2025, was HK$17,523 thousand, a slight decrease, with Hong Kong Profits Tax at 16.5% (or 8.25% for the first HK$2,000,000) and Mainland China Enterprise Income Tax at 25% Income Tax Expense (For the Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Hong Kong Profits Tax | 8,556 | 11,990 | -28.64% | | Mainland China Enterprise Income Tax | 9,602 | 8,243 | +16.49% | | Deferred Tax | (635) | (1,598) | -60.39% | | **Total** | **17,523** | **18,625** | **-5.92%** | - Hong Kong Profits Tax rate is 16.5%, with the first HK$2,000,000 for qualifying entities taxed at 8.25%; Mainland China Enterprise Income Tax rate is 25%[33](index=33&type=chunk) [10. Profit (Loss) for the Period Deductions](index=14&type=section&id=10.%20Profit%20%28Loss%29%20for%20the%20Period%20Deductions) The Group's total staff costs for the six months ended June 30, 2025, decreased to HK$363,782 thousand, with a significant reduction in intangible asset amortization and a slight increase in property, plant and equipment depreciation Profit (Loss) for the Period Deductions (For the Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Staff Costs | 363,782 | 380,535 | -4.39% | | Amortization of Intangible Assets | 1,966 | 5,601 | -64.90% | | Depreciation of Property, Plant and Equipment | 28,434 | 27,509 | +3.36% | | Depreciation of Right-of-Use Assets | 35,878 | 36,283 | -1.12% | [11. Dividends](index=14&type=section&id=11.%20Dividends) The Company declared a final dividend of HK$0.12 cents per share for the year ended December 31, 2024, totaling approximately HK$8,128 thousand, while no interim dividend is recommended for the current period - The Company declared a final dividend of **HK$0.12 cents per share** for the year ended December 31, 2024, totaling approximately **HK$8,128 thousand**[36](index=36&type=chunk) - The Board does not recommend an interim dividend for the six months ended June 30, 2025[37](index=37&type=chunk) [12. Earnings (Loss) Per Share](index=15&type=section&id=12.%20Earnings%20%28Loss%29%20Per%20Share) Basic and diluted earnings per share attributable to owners of the Company swung from a loss of HK$0.70 cents per share in the prior period to a profit of HK$0.19 cents per share, reflecting significant improvement in profitability Earnings (Loss) Per Share (For the Six Months Ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Profit (Loss) for the Period attributable to owners of the Company | 12,727 | (47,676) | Swung to profit | | Basic and Diluted Earnings (Loss) Per Share (HK cents) | 0.19 | (0.70) | Swung to profit | - The calculation of diluted earnings (loss) per share did not assume the conversion of convertible bonds due to their anti-dilutive effect[38](index=38&type=chunk) [13. Trade and Other Receivables](index=16&type=section&id=13.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, the Group's total trade and other receivables increased to HK$488,003 thousand, with an increase in receivables aged 61-120 days and over 240 days, while credit terms range from 60 to 270 days Trade and Other Receivables (As at June 30) | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 422,773 | 381,461 | +10.83% | | Bills Receivable | 2,164 | 15,770 | -86.26% | | Deposits | 36,839 | 41,929 | -12.14% | | Other Receivables | 13,233 | 14,590 | -9.30% | | Prepayments | 12,994 | 9,102 | +42.76% | | **Total** | **488,003** | **462,852** | **+5.43%** | Aging Analysis of Trade and Bills Receivables (As at June 30) | Aging | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | 0-60 days | 212,379 | 206,289 | +2.95% | | 61-120 days | 138,364 | 90,723 | +52.51% | | 121-180 days | 43,561 | 71,456 | -39.04% | | 181-240 days | 23,115 | 25,249 | -8.45% | | Over 240 days | 7,518 | 3,514 | +114.09% | - The Group provides credit terms ranging from **60 to 270 days** for different customer groups, such as 180-240 days for medical card payments and 60-180 days for corporate clients[39](index=39&type=chunk) [14. Trade and Other Payables](index=17&type=section&id=14.%20Trade%20and%20Other%20Payables) As of June 30, 2025, the Group's total trade and other payables slightly increased to HK$332,077 thousand, with an increase in payables aged 0-120 days and a significant decrease in those over 120 days, while average credit terms for purchases are 60 to 120 days Trade and Other Payables (As at June 30) | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Trade Payables | 178,132 | 172,409 | +3.32% | | Other Payables | 44,914 | 35,279 | +27.32% | | Deposits Received | 4,785 | 5,183 | -7.68% | | Accruals | 104,246 | 113,535 | -8.18% | | **Total** | **332,077** | **326,406** | **+1.74%** | Aging Analysis of Trade Payables (As at June 30) | Aging | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | 0-60 days | 99,175 | 89,539 | +10.76% | | 61-120 days | 47,644 | 28,608 | +66.54% | | Over 120 days | 31,313 | 54,262 | -42.30% | - The average credit period for purchases of goods is **60 to 120 days**[40](index=40&type=chunk) [15. Bank Borrowings](index=18&type=section&id=15.%20Bank%20Borrowings) As of June 30, 2025, the Group's total bank borrowings significantly decreased by 85.8% to HK$11,436 thousand, consisting entirely of secured mortgage loans collateralized by leasehold land and buildings, with interest at HIBOR plus 2.25% Bank Borrowings (As at June 30) | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Unsecured Term Loans | – | 3,405 | -100.00% | | Secured Mortgage Loans | 11,436 | 77,278 | -85.24% | | **Total** | **11,436** | **80,683** | **-85.82%** | - Bank borrowings bear interest at a floating annual rate of **HIBOR plus 2.25%**[41](index=41&type=chunk) - Mortgage loans are secured by the Group's leasehold land and buildings with a carrying amount of approximately **HK$28,877 thousand**, and partly by personal guarantees from non-controlling interests of a non-wholly owned subsidiary[42](index=42&type=chunk) [16. Share Capital](index=19&type=section&id=16.%20Share%20Capital) As of June 30, 2025, the Company's authorized and issued share capital remained unchanged at HK$300,000 thousand and HK$67,735 thousand respectively, with a par value of HK$0.01 per share Share Capital (As at June 30) | Item | Number of Shares | Amount (HK$ thousand) | | :--- | :--- | :--- | | Authorized Share Capital | 30,000,000,000 | 300,000 | | Issued and Fully Paid Share Capital | 6,773,522,452 | 67,735 | - The Company's share capital remained unchanged during the review period[43](index=43&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's financial performance and business operations for the six months ended June 30, 2025, highlighting the swing to profit, strategic business developments, and future outlook [Financial Review](index=20&type=section&id=Financial%20Review) The Group recorded an unaudited profit of approximately HK$35,593 thousand, turning around from a loss, primarily due to significantly reduced fair value losses on investment properties, decreased impairment losses on interests in associates, and a swing to profit from associates - The Group recorded an unaudited profit of approximately **HK$35,593 thousand** (2024: loss of approximately HK$28,542 thousand), with profit attributable to owners of the Company of approximately **HK$12,727 thousand** (2024: loss of approximately HK$47,676 thousand)[44](index=44&type=chunk) - The swing to profit was mainly due to: a **90.53% reduction** in fair value loss on investment properties to **HK$2,546 thousand**; a **100% reduction** in impairment loss on interests in associates (2024: HK$36,700 thousand); and a swing from a loss of **HK$1,991 thousand** to a profit of **HK$7,264 thousand** in share of results of associates[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) - Gross profit decreased by **7.76%** to **HK$230,179 thousand**, primarily due to the overall unfavorable economic environment[47](index=47&type=chunk) [Business Review](index=21&type=section&id=Business%20Review) As one of Hong Kong's largest listed medical groups, the Group optimized its service network, implemented cost controls, and expanded smart healthcare and cross-border services in response to macroeconomic challenges across its Hong Kong, Mainland China, and other businesses [Hong Kong Business](index=24&type=section&id=Hong%20Kong%20Business) In Hong Kong, the Group optimized its medical center network, closed underperforming clinics, opened multi-consultation integrated medical centers, and launched teleconsultation services, while Vio enhanced its information systems and expanded its network with ISO dual certification - The Group is committed to optimizing its Hong Kong chain medical center layout, closing underperforming centers, and opening multi-consultation integrated medical centers in densely populated communities to provide cost-effective, one-stop medical services[50](index=50&type=chunk) - "General Practice Teleconsultation Service" was launched to provide convenience for citizens and express drug delivery services[50](index=50&type=chunk)[55](index=55&type=chunk) - Revenue from Hong Kong medical services business was approximately **HK$377,546 thousand** (accounting for **41.91%** of Group revenue), a **4.30% decrease** from the prior period[54](index=54&type=chunk) - Vio, as Hong Kong's first and only medical network simultaneously awarded ISO 9001:2015 Quality Management System and ISO 27001:2022 Information Security Management System dual certifications, continues to invest in upgrading information systems (e.g., web-CMS clinic management system) and optimizing operational processes[59](index=59&type=chunk) - Revenue from Hong Kong medical network management business was approximately **HK$233,162 thousand** (accounting for **25.88%** of Group revenue), a **6.75% decrease** from the prior period[59](index=59&type=chunk) [Mainland China Business](index=28&type=section&id=Mainland%20China%20Business) In Mainland China, Nanyang Xiangrui continued to provide professional management services to Nanshi Hospital, which saw its internet hospital serve over 1.5 million people and piloted an "AI+ pre-assessment system," while health management businesses expanded services and client base in Guangzhou, Shenzhen, and Jinan - Nanshi Hospital's Internet Hospital has served over **1.5 million people** since its launch in March 2022 until June 2025[62](index=62&type=chunk) - Nanshi Hospital's integrated management platform piloted an "AI+ pre-assessment system," forming a new model of "experiential clinical + intelligent analysis"[62](index=62&type=chunk) - Nanshi Hospital's various specialties were selected as provincial and municipal key clinical specialties, and Gamma Knife technology was introduced, filling a gap in high-end radiotherapy in the southwestern Henan region[63](index=63&type=chunk) - Nanshi Hospital established a joint weight management clinic and expanded its day surgery operating rooms to enhance patient experience[64](index=64&type=chunk) - Kangjian International Health Management Center saw growth in medical examination revenue and corporate client numbers, and collaborated with high-quality medical institutions in the province to provide diversified health management services[67](index=67&type=chunk) [Other Businesses](index=31&type=section&id=Other%20Businesses) TBMG, operating medical aesthetics and beauty healthcare, optimized resource allocation, adjusted its store network, and expanded services to reduce costs and improve operational efficiency amidst intensifying market competition, while upgrading its CRM system for personalized services - TBMG effectively reduced costs and improved operational efficiency by optimizing resource allocation, implementing strategic store network adjustments, and integrating overlapping or synergistic stores[68](index=68&type=chunk) - TBMG continuously upgrades its customer relationship management system, leveraging a comprehensive database to understand customer consumption behavior and create personalized service solutions, thereby enhancing customer satisfaction and repurchase rates[69](index=69&type=chunk) [Outlook](index=32&type=section&id=Outlook) The Group will leverage synergistic advantages between Hong Kong and Mainland China businesses, strengthening primary healthcare and public-private collaboration in Hong Kong, while enhancing hospital operational efficiency, refining health management, and exploring M&A opportunities in Mainland China and other businesses [Medical Services](index=33&type=section&id=Medical%20Services) The Group will support Hong Kong's Primary Healthcare Blueprint, participate in public-private collaboration schemes, open more multi-consultation integrated medical centers, strengthen synergy with "CMH," and expand smart healthcare - The Group will continue to support the Hong Kong Government's "Primary Healthcare Blueprint" and participate in more government-subsidized and public-private collaborative primary healthcare programs[71](index=71&type=chunk) - Plans to open more multi-consultation integrated medical centers in densely populated communities to provide cost-effective medical services[71](index=71&type=chunk) - Seeks to strengthen mutually beneficial synergy with its high-end integrated specialist brand "CMH," further improving the two-way referral mechanism between general practice and specialists, and expanding market coverage through the development of smart healthcare[71](index=71&type=chunk) [Medical Network Management](index=34&type=section&id=Medical%20Network%20Management) Vio will leverage its ISO dual certification to deepen long-term partnerships with blue-chip companies, insurers, and government bodies, optimize service processes for new ISO standards, prepare for integrated clinic licensing, and enhance collaboration with the Group's self-operated medical centers - Vio will fully leverage its competitive advantage as Hong Kong's only ISO dual-certified medical network for quality and information security management to further develop long-term partnerships with blue-chip companies, insurance companies, government departments, and public organizations[72](index=72&type=chunk) - Vio will further optimize service processes, enhance environmental performance and customer satisfaction, and actively prepare to comply with the licensing requirements of the integrated clinic licensing system under the "Private Healthcare Facilities Ordinance"[72](index=72&type=chunk) [Mainland China Hospital Management](index=34&type=section&id=Mainland%20China%20Hospital%20Management) Nanyang Xiangrui will implement cost-reduction and efficiency-improvement strategies for Nanshi Hospital, driving development through technological innovation, management optimization, cost control, and service upgrades, with all segments fully supporting Nanshi Hospital's integrated "medical, education, and research" development - Nanyang Xiangrui will propose practical cost-reduction and efficiency-improvement strategies for Nanshi Hospital, driving development from multiple dimensions including technological innovation, management optimization, cost control, and service upgrades[73](index=73&type=chunk) - Its various segments will continue to fully support Nanshi Hospital in promoting integrated "medical, education, and research" collaborative development, steadily advancing the Mainland China hospital management business[73](index=73&type=chunk) [Health Management](index=35&type=section&id=Health%20Management) The Group will continue to enhance its health management service system, creating differentiated medical examination product portfolios and innovative service models to meet diverse market demands, focusing on "insurance + health" ecosystem development and expanding its high-quality customer base - The Group will continue to deepen the construction of its health management service system, precisely meeting diverse market health needs by creating differentiated medical examination product portfolios and innovative service models[74](index=74&type=chunk) - Will focus on promoting the "insurance + health" service ecosystem, continuously improving operational efficiency and market competitiveness[74](index=74&type=chunk) [Other Businesses](index=35&type=section&id=Other%20Businesses) TBMG will implement a multi-dimensional development strategy, strategically reorganizing its store network to enhance single-store efficiency, introduce international leading equipment, upgrade CRM systems, and explore M&A opportunities in Hong Kong and Mainland China - TBMG will enhance single-store efficiency through strategic reorganization of its store network and plans to create a conceptual new store in the New Territories, Hong Kong, introducing internationally leading beauty medical equipment and technology[75](index=75&type=chunk) - Will continue to invest resources in upgrading its customer relationship management system, leveraging big data to enhance customer satisfaction and retention, and promote customer conversion between beauty and medical aesthetics[75](index=75&type=chunk) - TBMG will also evaluate high-quality M&A targets in Hong Kong and Mainland China, expand its ecosystem of strategic partners, and explore cross-border business synergy opportunities[75](index=75&type=chunk) [Liquidity and Financial Resources](index=36&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintains prudent cash and financial management, with total bank balances and deposits of approximately HK$1,410,255 thousand and significantly reduced bank borrowings of HK$11,436 thousand as of June 30, 2025, demonstrating a robust financial position and good liquidity management Liquidity and Financial Resources (As at June 30) | Metric | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Bank Balances and Deposits | 1,410,255 | 1,420,245 | -0.70% | | Bank Borrowings | 11,436 | 80,683 | -85.82% | | Net Current Assets | 1,306,142 | 1,300,647 | +0.42% | | Current Ratio | 3.19 | 3.19 | 0.00 | | Debt-to-Equity Ratio | 0.38% | 2.71% | -2.33% | - The Group has unutilized bank facilities of **HK$20,000 thousand**[76](index=76&type=chunk) - The Group regularly reviews foreign exchange risk and closely monitors currency fluctuations, but did not use any financial instruments for hedging activities during the review period[78](index=78&type=chunk)[79](index=79&type=chunk) [Capital Structure](index=37&type=section&id=Capital%20Structure) As of June 30, 2025, equity attributable to owners of the Company increased to approximately HK$3,009,308 thousand compared to December 31, 2024 Equity Attributable to Owners of the Company (As at June 30) | Metric | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 3,009,308 | 2,976,914 | +1.09% | [Share Capital](index=37&type=section&id=Share%20Capital) The Company's share capital remained unchanged during the review period, with details provided in Note 16 to the condensed consolidated financial statements - The Company's share capital remained unchanged during the review period[81](index=81&type=chunk) [Material Investments, Acquisitions and Disposals](index=37&type=section&id=Material%20Investments%2C%20Acquisitions%20and%20Disposals) The Group had no material investments, acquisitions, or disposals during the review period - The Group had no material investments, acquisitions, or disposals during the review period[82](index=82&type=chunk) [Pledge of Assets](index=37&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group's total pledged assets significantly decreased to approximately HK$29,893 thousand, primarily comprising leasehold land and buildings for mortgage loans and bank deposits for general banking facilities Total Pledged Assets (As at June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Leasehold Land and Buildings | 28,877 | 30,438 | -5.13% | | Investment Properties | – | 89,000 | -100.00% | | Bank Deposits | 1,016 | 1,107 | -8.22% | | **Total** | **29,893** | **120,545** | **-75.29%** | [Contingent Liabilities](index=38&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[84](index=84&type=chunk) [Litigation](index=38&type=section&id=Litigation) The Company faces profit guarantee litigation related to the acquisition of Central Medical, with claims of HK$97,956,690 for FY2023 and intended claims of HK$234,070,695 for FY2024 due to unmet performance targets - For FY2023, the buyer initiated legal proceedings on June 4, 2024, against the vendor parties for a claim amount of **HK$97,956,690** due to Central Medical Group's adjusted net profit falling short of the performance target of HK$30,000,000[85](index=85&type=chunk)[86](index=86&type=chunk) - Central Medical Group's adjusted net profit for FY2024 was **HK$14,395,287** (excluding HK$13,860,000 after transactions), which was below the performance target of HK$30,000,000[88](index=88&type=chunk) - The buyer intends to claim **HK$234,070,695** from the vendor parties for FY2024 and will commence litigation if payment is not made[89](index=89&type=chunk) [Events After Reporting Period](index=39&type=section&id=Events%20After%20Reporting%20Period) No events with significant impact on the Group have occurred since June 30, 2025, other than those disclosed in this announcement - No events with significant impact on the Group have occurred since June 30, 2025[91](index=91&type=chunk) [Employees and Remuneration](index=40&type=section&id=Employees%20and%20Remuneration) As of June 30, 2025, the Group employed 1,388 employees, with total staff costs of approximately HK$363,782 thousand, a decrease from the prior period, offering competitive salaries, benefits, and professional development Employees and Remuneration (For the Six Months Ended June 30) | Metric | 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 1,388 | 1,441 | -3.68% | | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Staff Costs | 363,782 | 380,535 | -4.39% | | Directors' Emoluments | 6,834 | 5,484 | +24.62% | - The Group's employees receive competitive salaries and benefits, with individual performance rewarded through salary and bonus schemes, alongside specialized training and manuals[92](index=92&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=40&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any listed securities during the review period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any listed securities during the review period[93](index=93&type=chunk) [Compliance with Corporate Governance Code](index=40&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company complied with the Corporate Governance Code during the review period, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Choi Ka Tsan, which the Board believes ensures consistent leadership and operational efficiency without compromising power balance - The Company has complied with the Corporate Governance Code, except that Mr. Choi Ka Tsan serves as both Chairman and Chief Executive Officer, deviating from Code Provision C.2.1[94](index=94&type=chunk) - The Board believes this arrangement ensures consistent leadership, facilitates the formulation and advancement of long-term strategies, and optimizes the Group's operational efficiency[94](index=94&type=chunk) - The Board's power balance is not compromised, as four non-executive directors and six independent non-executive directors constitute a majority[94](index=94&type=chunk) [Review of Interim Financial Information](index=41&type=section&id=Review%20of%20Interim%20Financial%20Information) The Group's unaudited condensed consolidated financial information for the six months ended June 30, 2025, has been reviewed by the Board's Audit Committee and the Company's auditor, UHY Certified Public Accountants Limited, in accordance with HKSRS 2410 - The Group's unaudited condensed consolidated financial information for the six months ended June 30, 2025, has been reviewed by the Board's Audit Committee[95](index=95&type=chunk) - The auditor, UHY Certified Public Accountants Limited, has reviewed the interim financial statements in accordance with Hong Kong Standard on Review Engagements 2410[95](index=95&type=chunk) [Board of Directors Information](index=41&type=section&id=Board%20of%20Directors%20Information) As of the announcement date, the Company's Board of Directors comprises executive, non-executive, and independent non-executive directors, including Mr. Choi Ka Tsan as Chairman and Chief Executive Officer - Executive Directors include Mr. Choi Ka Tsan (Chairman and Chief Executive Officer), Dr. Fok Siu Wing, Ms. Zhang Xiaoxue, and Mr. Wong Yu[97](index=97&type=chunk) - Non-executive Directors include Ms. Li Wai Ling, Ms. Lau Suk Ching, Mr. Liu Yang, and Ms. Zhang Leidi[97](index=97&type=chunk) - Independent Non-executive Directors include Mr. Yu Xuezhong, Dr. Xu Weiguo, Mr. Han Wenxin, Mr. Chan Wai Kwan, Mr. Cheung Ka Ming, and Mr. Cui Yongchang[97](index=97&type=chunk) [Glossary](index=42&type=section&id=Glossary) This glossary provides definitions for key terms and entities used throughout the report to ensure clear understanding for readers