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 本月底法定/註冊股本總額： USD 25,000,000 FF301 第 1 頁 共 10 頁 v 1.1.1 | 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: 瑞爾集團有限公司 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) | 06639 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 1,250,000,000 | USD | | 0.02 USD | | 25,000,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | | ...

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分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 （於英屬維爾京群島註冊成立並於開曼群島存續的有限公司） （股份代號：6639） 於2025年9月26日舉行的 股東週年大會的投票表決結果 於2025年9月26日舉行的瑞爾集團有限公司（「本公司」）股東週年大會（「股東週年 大會」）上，如日期為2025年7月28日的股東週年大會通告（「股東週年大會通告」） 所載，所有提呈的決議案均已按投票方式進行表決。 於股東週年大會日期，本公司已發行股份總數為562,095,450股每股面值0.02美元 的股份（不包括庫存股份（定義見香港聯合交易所有限公司證券上市規則（「上市 規則」））），即賦予持有人權利出席股東週年大會並於會上對決議案投票之股份總 數。於股東週年大會日期，本公司持有1,935,500股庫存股份（包括任何於由香港 中央結算有限公司設立及運作的中央結算及交收系統持有或存放的庫存股份）， 且本公司並無購回待註銷的股份。為免生疑問，庫存股份持有人應於股東週年 ...

【瑞尔集团成立口腔种植中心与老年特色专科，瞄准老年口腔医疗市场潜力】日前，瑞尔集团华北大区 口腔种植中心&北京瑞泰老年特色专科正式成立。这是瑞泰口腔深化专业学科建设、践行"以客户为中 心"服务理念的战略举措，标志其专科建设与服务能力迈入新阶段。 随着人口老龄化加深，老年口腔医 疗市场爆发性增长，服务缺口巨大。9月19日，无锡市发布报告显示，超60%老年人存在缺牙问题，治 疗普及率和知晓率低于实际需求。65 - 74岁人群人均缺牙7.5颗，有缺牙老人修复比例仅63.2%。 地域 上，华东、华南地区口腔种植需求合计超全国一半，反映出老年口腔健康资源分配不均衡。瑞尔集团副 总裁表示，成立专科可整合优势，满足客户需求，为老年群体提供优质口腔医疗服务。 老年口腔健康 面临多重挑战，如牙周疾病年轻化、健康意识不足、疾病与慢性病交织等。瑞尔集团期望通过成立相关 科室，构建"多元化、老年友好"诊疗环境。 弗若斯特沙利文数据显示，2024年中国口腔医疗服务市场 规模达1472亿元，预计2024 - 2029年复合年增长率6.4%，2029年将突破2004亿元。 服务机构针对老年 人口腔特点创新服务模式。全国老龄办原巡视员认为， ...

Investment Rating - The report maintains an "Outperform" rating for the biopharmaceutical industry [1] Core Viewpoints - The growth of healthcare expenses, which reached 9.06 trillion yuan in 2023, is outpacing GDP growth, indicating that commercial health insurance may provide a solution to the pressures faced by the medical insurance system [3][15] - The commercial health insurance sector is expected to grow significantly, with premiums projected to reach 97.74 billion yuan by 2024, driven by low penetration rates and the need for additional funding sources [20][24] - Policies are increasingly supportive of commercial health insurance, particularly in relation to innovative drugs, which are now being included in the commercial health insurance directory [71][76] Summary by Sections Part 1: Healthcare Financing System - The healthcare financing system in China consists of government, social, and personal contributions, with social contributions being the main driver for future growth [10][15] Part 2: Growth of Health Insurance - The commercial health insurance market is expected to fill a significant funding gap, with an estimated shortfall of over 1.7 trillion yuan by 2030 [21][22] - Medical insurance is the primary source of compensation within commercial health insurance, with a compensation rate of approximately 68.79% in 2022 [27][31] Part 3: Core Products of Medical Insurance - The report highlights the importance of medical insurance as a key focus area, noting that it directly compensates for medical expenses, unlike critical illness insurance [31][35] Part 4: Policy Support for Health Insurance Development - A series of policies since 2009 have aimed to promote the development of commercial health insurance, with specific targets for market size and coverage [71][72] Part 5: Investment Recommendations - The report suggests focusing on innovative drug companies with rich pipelines, DTP pharmacies, and companies in the TPA industry, as well as innovative medical devices and high-end medical service providers [77]

Core Insights - The World Dental Federation (FDI) World Dental Congress 2025 was held in Shanghai, attracting over 35,000 global professionals, highlighting the importance of oral health for overall well-being and international cooperation in the field [1] Industry Growth - The Chinese dental industry has experienced unprecedented growth since 2006, with the market size reaching 144.6 billion yuan by 2023, and the number of institutions increasing from 65,000 in 2016 to an estimated 120,000-150,000 by 2025, particularly in the private sector [3] - The perception of oral health among the Chinese population has improved significantly, with more individuals seeking dental care, although a large portion still remains untreated [4] Market Dynamics - The private dental sector, once considered highly profitable, is facing challenges due to centralized procurement policies that have halved prices for key services like implants and orthodontics, leading to profit pressures and a wave of closures [6] - However, the impact of centralized procurement on the company, Reer Group, has been minimal due to its diversified service offerings, maintaining a stable share in both implant and orthodontic services [6][7] Strategic Positioning - Reer Group employs a dual-brand strategy, with Reer Dental positioned as a high-end service provider less affected by price wars, while Reer Dental's other brand focuses on more accessible services, including participation in insurance schemes [7] - The company emphasizes the importance of preserving natural teeth and advocates for foundational treatments over implants, which are seen as a last resort [6] Future Outlook - The Chinese dental market is projected to reach 420 billion yuan by 2030, with a focus on technological innovation, service upgrades, and inclusive healthcare [8] - Reer Group is adapting to industry challenges through strategic adjustments, including leveraging AI technology, focusing on existing customer bases, and enhancing operational efficiency [8] - The company plans to expand its reach through partnerships rather than direct acquisitions, utilizing AI to support franchisees and improve service delivery [8]

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 | | | 呈交日期: 2025年9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) | 06639 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,250,000,000 | USD | | 0.02 | USD | | 25,000,000 | | 增加 / 減少 (-) | | | 0 | | | | USD | | 0 | | 本月底結存 | | | 1,250,000,000 | USD | | 0.02 | USD | | 25,000,000 | 本月底法定/註冊股本總額： USD 25,000,000 FF301 致：香港交易及結算所有限公司 公司名稱: 瑞 ...

Core Viewpoint - 瑞尔集团 has successfully navigated the challenges of the dental industry, achieving significant revenue growth and profitability despite a turbulent market environment caused by policy changes and the pandemic [2][4][8]. Financial Performance - For the fiscal year ending March 31, 2025, 瑞尔集团 reported a revenue of 1.688 billion yuan, with operating profit increasing by 39% to 36.23 million yuan and net profit rising by 20.5% to 16.17 million yuan [2]. - The company has seen a loyal customer base, with a 48% re-examination rate among existing clients and 21% of new patients coming from referrals [4][5]. Industry Challenges - In 2022, the dental industry faced a severe downturn, with 20%-30% of dental clinics (approximately 20,000-30,000) forced to close due to the pandemic and changes in dental implant pricing policies [3][4]. - The introduction of centralized procurement for dental implants led to significant price reductions, with costs for single implants dropping from 30,000-50,000 yuan to as low as 10,000 yuan in some regions [4][6]. Strategic Response - 瑞尔集团 adapted its strategy by focusing on existing customers and enhancing customer loyalty, which proved crucial during the industry's downturn [4][5]. - The company implemented an innovative partner mechanism, granting decision-making power to dentists, which has led to increased revenue for clinics managed by these partners [5]. Technological Integration - The integration of artificial intelligence (AI) into dental practices has become a core component of 瑞尔集团's strategy, improving diagnostic accuracy and operational efficiency [6][8]. - The company has accumulated over 10 million case records, leveraging this data for AI applications in various aspects of dental care [6]. Market Positioning - 瑞尔集团 employs a dual-brand strategy with 瑞尔齿科 targeting the mid-to-high-end market and 瑞泰口腔 catering to the general public, allowing for flexibility in response to market changes [7][8]. - As of March 31, 2025, 瑞尔集团 operated 107 clinics and 11 hospitals, with 瑞泰口腔 contributing 953 million yuan in revenue, surpassing 瑞尔齿科's 735 million yuan [7]. Future Outlook - The company plans to continue enhancing AI capabilities, deepen the partner mechanism, and strengthen medical training as key strategies for future growth [9].

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 | | | FF301 第 1 頁 共 10 頁 v 1.1.1 致：香港交易及結算所有限公司 公司名稱: 瑞爾集團有限公司 呈交日期: 2025年8月4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) | 06639 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 1,250,000,000 | USD | | 0.02 USD | | 25,000,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | | 1,250,000,000 | USD | | 0.02 USD | | 25,000,000 | 本月底法定/註冊股本總額： USD ...

【港股黄金股走强 灵宝黄金涨近7%】智通财经8月4日电，截至发稿，灵宝黄金(03330.HK)涨6.76%、 赤峰黄金(06639.HK)涨5.77%、潼关黄金(00340.HK)涨5.46%。消息方面，美国7月非农仅新增7.3万人， 前两月数据大幅下修。对此机构预计美国货币政策变化将接力财政政策为黄金价格提供支撑，建议关注 阶段性配置机会。 转自：智通财经 ...

[Chairman's Statement](index=7&type=section&id=Chairman's%20Statement) [Performance Report](index=7&type=section&id=I.%20PERFORMANCE%20REPORT) The Group showed strong operational resilience in FY2024/2025, achieving significant profit growth despite a revenue decline Key Performance Indicators for FY2024/2025 | Indicator | FY2024/2025 | YoY Change | | :--- | :--- | :--- | | **Revenue** | Approx. RMB 1.688 billion | -3.3% | | **Operating Profit** | Approx. RMB 36.23 million | +39.4% | | **Net Profit** | Approx. RMB 16.17 million | +20.5% | | **Patient Visits** | 1,970,394 | +0.3% | - As of March 31, 2025, the Group operated 118 locations (107 clinics and 11 hospitals) with 1,566 dental chairs across 15 cities in China, with **over 70% of stores in the stable growth phase** (operating for more than 6 years), providing a solid foundation for profitability[26](index=26&type=chunk)[28](index=28&type=chunk) [Adjustment of Organizational Structure](index=8&type=section&id=II.%20ADJUSTMENT%20OF%20ORGANIZATIONAL%20STRUCTURE) The Group implemented a major organizational restructuring from a dual-brand to a four-region management model to integrate resources and enhance market responsiveness - The core of the organizational adjustment is the shift from dual-brand management to a **four-region management model** to achieve unified resource allocation and deep integration[27](index=27&type=chunk)[29](index=29&type=chunk) - Regional management aims to address consumer segmentation, facilitate natural customer flow between brands, and enable flexible strategy adjustments based on local market characteristics[31](index=31&type=chunk)[33](index=33&type=chunk) [Operation Review](index=9&type=section&id=III.%20OPERATION%20REVIEW) The Group advanced significantly in medical quality, technological innovation, cost efficiency, talent development, and brand building this fiscal year [Keeping the Original Heart and Consolidating the Quality Foundation](index=9&type=section&id=III.%20(I)%20Keeping%20the%20Original%20Heart%20and%20Consolidating%20the%20Quality%20Foundation) The Group enhanced medical quality and service safety through expert committees, specialized studios, and advanced emergency preparedness - The Group strengthened the professional guidance of eight specialist committees, including orthodontics and implantology, through regular case discussions and technical exchanges[32](index=32&type=chunk)[34](index=34&type=chunk) - An orthodontics consultation platform integrating national expert resources was launched to develop precise treatment plans for complex cases[36](index=36&type=chunk) [New Technology Leads Industry Development](index=11&type=section&id=III.%20(II)%20New%20Technology%20Leads%20Industry%20Development) The Group strengthened its technological leadership by applying digital innovations like surgical robots, CAD/CAM, and smart supply chain management - The application of **surgical robot technology** has deepened, with nearly 300 surgeries completed, achieving a precision of 0.05mm and an angular error of 0.71 degrees, becoming a core competency in implantology[40](index=40&type=chunk) - The "Friday" supply chain platform and smart cabinets enabled automated inventory tracking and full-process traceability, effectively reducing inventory backlog and waste[41](index=41&type=chunk)[43](index=43&type=chunk) [Reducing Cost and Increasing Efficiency to Unleash Profit Potential](index=12&type=section&id=III.%20(III)%20Reducing%20Cost%20and%20Increasing%20Efficiency%20to%20Unleash%20Profit%20Potential) The Group implemented comprehensive cost-reduction strategies across procurement and operations to improve profitability amid economic pressures - In procurement, strategies such as **centralized purchasing and multi-sourcing** were implemented to lower costs[42](index=42&type=chunk)[44](index=44&type=chunk) - In operations, refined management was achieved by renegotiating leases, optimizing underperforming stores, adjusting staffing, and introducing digital tools to reduce expenses[42](index=42&type=chunk)[44](index=44&type=chunk) [Talent Cultivation to Achieve Organizational Transition](index=13&type=section&id=III.%20(IV)%20Talent%20Cultivation%20to%20Achieve%20Organizational%20Transition) The Group expanded its professional team by increasing the number of full-time dentists and enhancing its systematic training programs - The number of full-time dentists increased to 999, with **nearly half having served the Group for over five years**, indicating high talent retention[46](index=46&type=chunk)[47](index=47&type=chunk) - This fiscal year, the Group recruited **8 clinic directors and discipline leaders**, including 6 with doctoral degrees, adding high-level academic strength to the team[46](index=46&type=chunk)[47](index=47&type=chunk) [Strengthening our Brand Foundation with Social Responsibilities](index=15&type=section&id=III.%20(V)%20Strengthening%20our%20Brand%20Foundation%20with%20Social%20Responsibilities) The Group reinforced its brand by embedding corporate culture, promoting public health education, and engaging in community service and philanthropy - The corporate culture was refined into a 48-character code of conduct and promoted through training and themed activities to enhance employee identification[50](index=50&type=chunk)[52](index=52&type=chunk) - In partnership with the Chinese Stomatological Association, the Group launched the **"Shining Star Project"** for autistic children, providing professional care, free consultations, and basic treatments[53](index=53&type=chunk)[55](index=55&type=chunk) [Business Outlooks](index=16&type=section&id=IV.%20BUSINESS%20OUTLOOKS) The Group's future strategy focuses on AI and digital integration, a clinic partnership mechanism, dual-brand operations, and enhanced customer channel development - **AI is a key future development strategy**, leveraging a database of over ten million cases for applications in assisted diagnosis, electronic medical records, quality control, and customer service[54](index=54&type=chunk)[56](index=56&type=chunk)[58](index=58&type=chunk) - The Group is actively promoting a **clinic partnership mechanism**, empowering partners with operational decision-making and greater profit sharing to foster an ownership mindset[64](index=64&type=chunk)[65](index=65&type=chunk) - The Group will maintain its **"Arrail Dental" and "Rytime Dental" dual-brand strategy** to target different consumer segments while integrating resources in technology, supply chain, and marketing[66](index=66&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) - Channel development will be strengthened through partnerships with commercial insurance, expanding health insurance coverage, and growing the corporate client market, having already secured a new million-user corporate client this year[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) [Financial and Business Highlights](index=23&type=section&id=Financial%20and%20Business%20Highlights) The Group achieved profitability for the second consecutive year in FY2024/2025 through cost efficiencies, despite a slight revenue decrease Core Financial and Operational Data for FY2024/2025 | Indicator | FY2024/2025 | YoY Change | | :--- | :--- | :--- | | **Total Revenue** | RMB 1.688 billion | -3.3% | | **Operating Profit** | RMB 36.2 million | +39.4% | | **Net Profit** | RMB 16.2 million | +20.5% | | **Store Scale** | 118 locations | 1 new hospital opened | | **Number of Dentists** | 999 | +27 | | **Patient Visits** | 1.97 million | +0.3% | - Customer loyalty remains high, with a **revisit rate of 47.8%**, and approximately 20.6% of new patients were referred by existing patients[78](index=78&type=chunk) [Management Discussion and Analysis](index=25&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=25&type=section&id=BUSINESS%20REVIEW) The Group operates a dual-brand strategy across 118 locations with 999 dentists, maintaining high patient loyalty and team stability Dual-Brand Operational Data Comparison (For the year ended March 31) | Indicator | Brand | 2025 | 2024 | | :--- | :--- | :--- | :--- | | **Total Patient Visits** | Arrail Dental | 516,868 | 531,894 | | | Rytime Dental | 1,453,526 | 1,433,574 | | **Total Dental Chairs** | Arrail Dental | 505 | 505 | | | Rytime Dental | 1,061 | 1,064 | | **Revenue per Dental Chair (RMB in thousands)** | Arrail Dental | 1,456 | 1,554 | | | Rytime Dental | 898 | 903 | - As of March 31, 2025, the Group had 3,111 full-time employees, including **999 dentists (32.1%)** and **1,048 nursing staff (33.7%)**[131](index=131&type=chunk) - The dentist team demonstrates high stability, with **44.3% serving for over 5 years**, 16.7% for over 10 years, and 6.4% for over 15 years[135](index=135&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) [Industry Outlook and Future Development](index=33&type=section&id=Industry%20Outlook%20and%20Future%20Development) The Group plans to capitalize on the growing Chinese dental market through seven core strategies, with AI-powered intelligent healthcare at the forefront - According to a Frost & Sullivan report, China's dental service market is projected to grow at a **CAGR of 7.5% from 2024 to 2028**, reaching nearly RMB 200 billion[142](index=142&type=chunk)[146](index=146&type=chunk) - China's dentist density (approx. 175 per million people) and annual per capita dental expenditure (approx. US$44) are **significantly lower than in mature markets like the US**, indicating substantial growth potential[143](index=143&type=chunk)[146](index=146&type=chunk) - The core of the company's future strategy is **AI empowerment**, leveraging its vast case database for applications in assisted diagnosis, case note writing, and intelligent customer service[149](index=149&type=chunk)[151](index=151&type=chunk) [Financial Review](index=41&type=section&id=FINANCIAL%20REVIEW) In FY2024/2025, revenue slightly declined to RMB 1.688 billion, but significant reductions in administrative expenses drove a 39.4% rise in operating profit Revenue by Service Type (RMB in thousands) | Service Type | 2025 | % of Total | 2024 | % of Total | | :--- | :--- | :--- | :--- | :--- | | General Dentistry | 922,607 | 54.6% | 968,150 | 55.5% | | Orthodontics | 367,806 | 21.8% | 382,457 | 21.9% | | Implantology | 309,911 | 18.4% | 357,963 | 20.5% | | Others | 88,067 | 5.2% | 37,212 | 2.1% | | **Total** | **1,688,391** | **100.0%** | **1,745,782** | **100.0%** | Key Expense Changes (RMB in millions) | Expense Item | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Cost of Sales | 1,346.3 | 1,353.1 | -0.5% | | Selling and Distribution Expenses | 125.1 | 140.8 | -11.2% | | Administrative Expenses | 174.5 | 242.8 | -28.1% | | R&D Expenses | 8.7 | 8.2 | +5.0% | - **Administrative expenses decreased by 28.1%**, primarily due to reduced share-based compensation expenses as most restricted share units had vested before the reporting period[199](index=199&type=chunk)[200](index=200&type=chunk) - As of March 31, 2025, the Group held **RMB 537 million in cash and cash equivalents**, with a gearing ratio (total borrowings/total equity) of 24.8%[239](index=239&type=chunk)[251](index=251&type=chunk) [Profiles of Directors and Senior Management](index=52&type=section&id=Profiles%20of%20Directors%20and%20Senior%20Management) This section details the professional backgrounds, responsibilities, and qualifications of the company's directors and senior management team - Founder Mr. Zou Qifang, 71, serves as Chairman and CEO, responsible for the Group's overall strategic planning and business direction, holding an MBA from the Wharton School of the University of Pennsylvania[253](index=253&type=chunk)[254](index=254&type=chunk)[255](index=255&type=chunk) - Mr. Zhang Jincai, 62, serves as Executive Director and Chief Medical Officer, overseeing the Group's medical services and operations, holding a Ph.D. in Clinical Medicine from West China Medical Center of Sichuan University[258](index=258&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) [Directors' Report](index=58&type=section&id=Directors'%20Report) [Principal Risks and Uncertainties Facing the Group](index=62&type=section&id=PRINCIPAL%20RISKS%20AND%20UNCERTAINTIES%20FACING%20THE%20GROUP) The Group faces key risks related to business expansion, regulatory compliance, talent dependency, medical liabilities, and its contractual (VIE) structure - Key risks include: - Balancing business expansion with profitability - Difficulties in obtaining and renewing medical licenses - **High dependency on dental professionals** and the risk of talent attrition - Complaints, investigations, or legal proceedings related to medical malpractice - Risks associated with the **contractual arrangements (VIE structure)**[327](index=327&type=chunk)[334](index=334&type=chunk) [Share Incentive Scheme](index=78&type=section&id=SHARE%20INCENTIVE%20SCHEME) The company operates two RSU schemes to attract and retain talent, with one plan having granted over 103 million shares to date - The RSU Scheme has a total limit of 119,972,600 shares, and as of March 31, 2025, **103,838,101 shares had been granted** to 747 grantees[440](index=440&type=chunk)[449](index=449&type=chunk) - The 2022 RSU Scheme has a limit of 58,159,195 shares to be satisfied by purchasing existing shares on the market; **no shares had been granted** under this scheme as of the period end[459](index=459&type=chunk)[471](index=471&type=chunk) [Connected Transactions](index=84&type=section&id=CONNECTED%20TRANSACTIONS) The primary connected transaction involved a loan to a company wholly owned by the controlling shareholder, Mr. Zou Qifang, with terms deemed fair by the Board - The company provided a loan to Beier Holdings Limited, wholly owned by controlling shareholder Mr. Zou Qifang, with the principal reduced from US$11 million to **US$7.5 million** and the term extended to 42 months at a 5.5% interest rate[503](index=503&type=chunk)[510](index=510&type=chunk)[512](index=512&type=chunk) - To secure the loan, Mr. Zou and his indirectly held companies have pledged shares representing approximately **9.1% of the company's issued share capital**[510](index=510&type=chunk)[512](index=512&type=chunk) [Contractual Arrangements (VIE Structure)](index=91&type=section&id=CONTRACTUAL%20ARRANGEMENTS) The Group utilizes a VIE structure to control its PRC operations due to foreign ownership restrictions, which the Board has confirmed remains effective - To circumvent foreign ownership restrictions, the Group controls its dental clinic and hospital businesses in China through a series of **contractual arrangements** with Beijing Arrail, Shenzhen Rytime, and their registered shareholders[519](index=519&type=chunk)[561](index=561&type=chunk)[562](index=562&type=chunk) - The Board, including independent non-executive directors, has conducted its annual review and confirmed that the contractual arrangements were **executed effectively** during the reporting period without material changes[579](index=579&type=chunk) [Use of Proceeds from Global Offering](index=112&type=section&id=USE%20OF%20PROCEEDS%20FROM%20GLOBAL%20OFFERING) Of the HK$590 million net proceeds from the 2022 global offering, approximately HK$362 million has been used, primarily for business expansion Use of Proceeds from Global Offering (HK$ in millions) | Purpose | Total Net Proceeds | Unutilized as of Apr 1, 2024 | Utilized during the Period | Unutilized as of Mar 31, 2025 | | :--- | :--- | :--- | :--- | :--- | | **Business Expansion** | 442.4 | 232.1 | 49.2 | 182.9 | | **Build and Optimize IT Infrastructure** | 88.5 | 34.7 | 17.6 | 17.1 | | **Working Capital** | 59.0 | 41.3 | 13.6 | 27.7 | | **Total** | **589.9** | **308.1** | **80.4** | **227.7** | [Corporate Governance Report](index=115&type=section&id=Corporate%20Governance%20Report) The company maintained high corporate governance standards, complying with all code provisions except for the combined role of Chairman and CEO - The company complied with all applicable provisions of the Corporate Governance Code, with the only deviation being the **combined role of Chairman and CEO** held by founder Mr. Zou Qifang, which the Board believes ensures leadership continuity[637](index=637&type=chunk)[648](index=648&type=chunk) - The Board has established Audit, Remuneration, and Nomination committees, all composed of **independent non-executive directors**, ensuring independent and professional decision-making[683](index=683&type=chunk) - The Board is responsible for maintaining a sound and effective internal control and risk management system, reviewing its effectiveness annually with oversight from the Audit Committee[746](index=746&type=chunk)[751](index=751&type=chunk) [Independent Auditor's Report](index=136&type=section&id=Independent%20Auditor's%20Report) PricewaterhouseCoopers issued an unmodified audit opinion, highlighting revenue recognition and goodwill impairment as key audit matters - The auditor issued an **unmodified opinion** on the Group's consolidated financial statements[786](index=786&type=chunk) - Key Audit Matters included: - **Estimation of revenue from orthodontic and implant services**, due to the high degree of estimation uncertainty in recognizing revenue based on the progress of performance obligations - **Goodwill impairment assessment**, which relies on subjective management assumptions in cash flow projections, such as revenue growth and discount rates[797](index=797&type=chunk)[798](index=798&type=chunk)[808](index=808&type=chunk) [Consolidated Financial Statements](index=146&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Income Statement](index=146&type=section&id=Consolidated%20Income%20Statement) For the year ended March 31, 2025, the Group's revenue was RMB 1.688 billion, with net profit increasing by 20.5% to RMB 16.17 million Consolidated Income Statement Summary (RMB in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 1,688,391 | 1,745,782 | | Gross Profit | 342,090 | 392,676 | | Operating Profit | 36,232 | 25,995 | | Profit before Income Tax | 23,835 | 17,085 | | **Profit for the Year** | **16,168** | **13,416** | | Profit attributable to Owners of the Company | 21,989 | 17,162 | | Basic Earnings per Share (RMB) | 0.05 | 0.04 | [Consolidated Balance Sheet](index=148&type=section&id=Consolidated%20Balance%20Sheet) As of March 31, 2025, the Group's total assets were RMB 3.16 billion and total equity was RMB 1.78 billion, with a strong cash position Consolidated Balance Sheet Summary (RMB in thousands) | Item | As of Mar 31, 2025 | As of Mar 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **3,160,505** | **3,267,927** | | Non-current Assets | 1,403,617 | 1,534,999 | | Current Assets | 1,756,888 | 1,732,928 | | **Total Liabilities** | **1,376,927** | **1,430,670** | | Current Liabilities | 914,770 | 855,232 | | Non-current Liabilities | 462,157 | 575,438 | | **Total Equity** | **1,783,578** | **1,837,257** | | Equity attributable to Owners of the Company | 1,713,865 | 1,755,167 | [Consolidated Statement of Cash Flows](index=152&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group generated RMB 231 million in net cash from operations, with a year-end cash balance of RMB 537 million after investment and financing activities Consolidated Statement of Cash Flows Summary (RMB in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net cash generated from operating activities | 231,141 | 276,653 | | Net cash used in investing activities | (153,519) | (175,997) | | Net cash used in financing activities | (206,844) | (106,963) | | **Net decrease in cash and cash equivalents** | **(129,222)** | **(6,307)** | | Cash and cash equivalents at beginning of year | 656,280 | 621,860 | | **Cash and cash equivalents at end of year** | **536,864** | **656,280** | [Five Year Financial Summary](index=296&type=section&id=Five%20Year%20Financial%20Summary) This section presents key financial data from FY2021-2025, showing a return to profitability in the last two years and steady asset growth Five Year Financial Data Summary (RMB in thousands) | For the year ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 1,688,391 | 1,745,782 | 1,473,741 | 1,623,553 | 1,515,127 | | **Gross Profit** | 342,090 | 392,676 | 247,084 | 336,557 | 364,420 | | **Operating Profit/(Loss)** | 36,232 | 25,995 | (190,290) | (28,572) | 124,467 | | **Profit/(Loss) for the Year** | 16,168 | 13,416 | (223,348) | (696,400) | (597,762) | | **Total Assets** | 3,160,505 | 3,267,927 | 3,061,636 | 2,990,347 | 2,350,754 | | **Total Liabilities** | 1,376,927 | 1,430,670 | 1,365,746 | 1,379,850 | 4,807,331 | | **Total Equity** | 1,783,578 | 1,837,257 | 1,695,890 | 1,610,497 | (2,456,577) |