目錄 | | | 3 主席報告書 6 管理層討論及分析 公司 資料 財務年曆表 截至六個月止期間： 二零二五年六月三十日 中期業績公佈： 二零二五年八月二十七日 財務資料 | 27 | 未經審核綜合收益表 | | --- | --- | | 28 | 未經審核綜合全面收益表 | | 29 | 未經審核綜合財務狀況表 | | 30 | 未經審核綜合權益變動表 | | 31 | 未經審核簡明綜合現金流量表 | | 32 | 財務報表附註 | | 49 | 獨立審閱報告 | | 50 | 其他資料 | 獨立非執行董事 上市 香港科技探索有限公司（「本公司」）普通股在香港聯合交易所有限公司 上市。此外，本公司之美國預託股份，每股相當於二十股普通股。於二 零一五年十二月八日，本公司向美國證券交易委員會（「SEC」）提交表格 25，以實行美國預託股份的退市。於二零一六年十二月二十九日，本 公司向SEC提交表格15F，以撤銷註冊及終止其在美國證券交易法下的 申報責任。自二零一五年十二月二十一日起，本公司之美國預託股份合 資格於美國場外交易（「場外交易」）市場買賣。 執行董事 張子建先生3、 （ 5 主席） 王維基先生3、 ...

Corporate Information This section provides an overview of the company's governance structure, key personnel, and essential contact details [Board of Directors Composition](index=3&type=section&id=Board%20of%20Directors) The Board comprises executive, non-executive, and independent non-executive directors, chaired by Mr. Zhang Wanneng; a non-executive director resigned in July 2025 - Executive Directors include Mr. Zhang Wanneng (Chairman and CEO) and Mr. Chen Jing[5](index=5&type=chunk) - Non-executive Directors include Mr. Chen Yong (resigned on July 11, 2025) and Mr. Zhang Xiangming[5](index=5&type=chunk) - Independent Non-executive Directors include Mr. Xu Jing, Dr. Lu Tao, and Ms. Deng Xiaolan[5](index=5&type=chunk) [Committees and Key Personnel](index=3&type=section&id=Committees%20and%20Key%20Personnel) The company has Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors, with changes in joint company secretaries - The Audit Committee is chaired by Mr. Xu Jing, while the Remuneration Committee and Nomination Committee are both chaired by Dr. Lu Tao[5](index=5&type=chunk)[6](index=6&type=chunk) - Mr. Chen Zhoufeng was appointed Joint Company Secretary on March 28, 2025, with Mr. Li Guomin resigning on the same day[6](index=6&type=chunk)[7](index=7&type=chunk) [Company Information and Contacts](index=4&type=section&id=Company%20Information%20and%20Contacts) The company disclosed details of its compliance advisor, auditor, legal counsel, registered office, principal business addresses, and main bankers - The compliance advisor is Smart Rich Finance Limited, and the auditor is KPMG[9](index=9&type=chunk)[10](index=10&type=chunk) - The company is registered in the Cayman Islands, with its principal place of business in Hong Kong at 4/F, Hua Yuan Building, 149 Queen's Road Central, and its China headquarters in Fuzhou Software Park[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk) - Principal bankers include China Merchants Bank Fuzhou Branch, Industrial Bank Fuzhou Global Sub-branch, and CMB Wing Lung Bank Limited[12](index=12&type=chunk)[13](index=13&type=chunk) Management Discussion and Analysis This section reviews the company's operational performance, financial results, balance sheet items, liquidity, treasury policies, and future outlook [Business Review](index=6&type=section&id=Business%20Review) The company expanded its user and doctor base in H1 2025, with stable enterprise services, but digital marketing and medical support faced challenges - As of June 30, 2025, registered individual users increased to **211.8 million** (end of 2024: 205.5 million), registered doctors to **905,000** (end of 2024: 889,000), and connected hospitals to **12,161** (end of 2024: 11,762)[17](index=17&type=chunk)[19](index=19&type=chunk) - Page views for popular science content services decreased from **400 million** in H1 2024 to **250 million** in H1 2025[18](index=18&type=chunk)[20](index=20&type=chunk) - The number of clients for precision content services increased from **9 pharmaceutical companies** in H1 2024 to **16 pharmaceutical companies and 6 other entities** in H1 2025[18](index=18&type=chunk)[20](index=20&type=chunk) - The number of clients for RWS support services increased from **30 pharmaceutical companies** in H1 2024 to **48 pharmaceutical companies and 6 other entities** in H1 2025[18](index=18&type=chunk)[20](index=20&type=chunk) - The number of paying enterprise and institutional clients for digital marketing services decreased from **570** at the end of 2024 to **353** as of June 30, 2025, primarily due to economic downturn[21](index=21&type=chunk)[23](index=23&type=chunk) - Individual clients for the health membership program decreased from **6.5 million** in H1 2024 to **5.9 million** in H1 2025, and enterprise clients decreased from **164** to **133**[22](index=22&type=chunk)[23](index=23&type=chunk) - Online medical consultations decreased from **1.8 million** in H1 2024 to **1.4 million** in H1 2025[22](index=22&type=chunk)[23](index=23&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) The company achieved a net profit of **RMB 7.0 million** in H1 2025, turning around from a loss, primarily due to cost control and the impact of redeemable liability changes Revenue Comparison for H1 2025 vs. H1 2024 | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change Rate | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | 517,852 | 611,485 | -15.3% | Decrease in content services, value-based medical services, and digital marketing services revenue | | Health and Medical Services | 104,638 | 122,829 | -14.8% | Decrease in pharmaceutical sales and comprehensive health and medical service packages revenue | | Enterprise Services and Digital Marketing Services | 413,059 | 488,539 | -15.5% | Decrease in content services and digital marketing services revenue | | Others | 155 | 117 | +32.5% | - | Cost and Profit Comparison for H1 2025 vs. H1 2024 | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change Rate | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | 356,118 | 427,824 | -16.8% | Consistent with revenue decrease | | Gross Profit | 161,734 | 183,661 | -11.9% | Decrease in revenue | | Gross Profit Margin | 31.2% | 30.0% | +1.2% | Impacted by business mix, pricing policies, and cost structure | | Other Net Income | 1,161 | 455 | +155.2% | Increase in interest income and government grants, partially offset by exchange losses | | Selling Expenses | 87,249 | 98,576 | -11.6% | Decrease in marketing activities and health membership program promotion expenses | | Administrative Expenses | 26,256 | 29,097 | -9.6% | Decrease in office and third-party service expenses, partially offset by increased staff costs | | Research and Development Costs | 37,386 | 53,968 | -30.7% | Completion of AI disease prediction platform and other products, decrease in technical service fees | | Finance Costs | 1,358 | 2,321 | -39.1% | Repayment of certain bank loans and borrowings | | Change in Fair Value of Redeemable Liabilities | 0 | 62,989 | -100% | Preferential rights terminated due to listing, reclassified to equity | | Profit/(Loss) Before Taxation | 10,498 | (63,150) | N/A | Turnaround to profit | | Income Tax | 3,458 | (5,875) | N/A | Turnaround from loss to profit, reversal of deferred tax assets | | Net Profit/(Loss) | 7,040 | (57,275) | N/A | Turnaround to profit | | Basic Earnings/(Loss) Per Share | 0.01 | (0.08) | N/A | Turnaround to profit | | Diluted Earnings/(Loss) Per Share | 0.01 | (0.08) | N/A | Turnaround to profit | [Discussion of Selected Items in the Consolidated Statement of Financial Position](index=12&type=section&id=Discussion%20of%20Selected%20Items%20in%20the%20Consolidated%20Balance%20Sheet) Net current assets slightly decreased, but total net assets increased; inventories, receivables, and intangible assets grew, while prepayments and payables decreased Comparison of Selected Balance Sheet Items as of June 30, 2025, vs. December 31, 2024 | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change Rate | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Net Current Assets | 103,508 | 114,400 | -9.5% | Decrease in cash and cash equivalents, prepayments, and other financial assets, partially offset by a decrease in trade and other payables | | Inventories | 9,390 | 7,096 | +32.3% | Unrecognized revenue from content services, capitalization of related contract fulfillment costs | | Trade and Other Receivables | 158,102 | 144,208 | +9.6% | Extension of payment terms for certain customers | | Prepayments | 14,959 | 27,450 | -45.5% | Decrease in prepayments to suppliers after strategic discussions | | Trade and Other Payables | 177,508 | 208,562 | -14.9% | Consistent with the decrease in cost of sales | | Contract Liabilities | 56,002 | 58,015 | -3.5% | Remained relatively stable | | Loans and Borrowings (Current) | 54,416 | 55,502 | -2.0% | Repayment of certain loans and borrowings | | Net Assets | 240,166 | 231,800 | +3.6% | - | | Property, Plant and Equipment | 6,663 | 8,660 | -23.0% | Depreciation | | Intangible Assets | 99,020 | 81,272 | +21.8% | Recognition of R&D achievements as intangible assets | | Goodwill | 8,605 | 8,605 | 0% | Remained stable | - As of June 30, 2025, the company had no significant contingent liabilities[66](index=66&type=chunk)[72](index=72&type=chunk) [Liquidity and Financial Resources](index=14&type=section&id=Liquidity%20and%20Financial%20Resources) Cash and cash equivalents decreased, with investing outflows for R&D capitalization and financing outflows for loan repayments; the gearing ratio remained stable Cash Flow Comparison for H1 2025 vs. H1 2024 | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change Rate | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 34,670 | 13,030 | +166.1% | - | | Net Cash Used in Investing Activities | (52,344) | (18,578) | +181.8% | Expenses related to the recognition of R&D achievements as intangible assets | | Net Cash Used in Financing Activities | (11,130) | (13,409) | -17.0% | Repayment of bank loans and payment of listing fees | | Net Decrease in Cash and Cash Equivalents | (28,804) | (18,957) | +52.0% | - | | Cash and Cash Equivalents at June 30 | 231,425 | 149,736 | +54.6% | - | - As of June 30, 2025, total bank loans and borrowings amounted to **RMB 54.7 million** (end of 2024: RMB 56.4 million), with **RMB 54.4 million** repayable within one year[79](index=79&type=chunk)[81](index=81&type=chunk) - All loans and borrowings are denominated in RMB, with fixed annual interest rates ranging from **3.35% to 14.65%** (June 30, 2024: 3.80% to 11.70%)[79](index=79&type=chunk)[81](index=81&type=chunk) - The gearing ratio remained relatively stable at **57%** as of June 30, 2025 (December 31, 2024: 60%)[80](index=80&type=chunk)[81](index=81&type=chunk) [Treasury Policies and Foreign Exchange Exposure](index=15&type=section&id=Treasury%20Policies%20and%20Foreign%20Exchange%20Exposure) The company maintains prudent treasury policies, focusing on capital preservation; a net exchange loss was recorded, but no major liquidity issues or hedging occurred - Long-term investment objectives are to invest in or acquire businesses complementary to its operations, while short-term investments focus on highly liquid, low-risk financial instruments[82](index=82&type=chunk)[86](index=86&type=chunk) - A net exchange loss of **RMB 1.65 million** was recorded during the reporting period (H1 2024: RMB 0.46 million)[83](index=83&type=chunk)[86](index=86&type=chunk) - The company did not hedge foreign currency risks and did not encounter significant liquidity issues due to exchange rate fluctuations[83](index=83&type=chunk)[86](index=86&type=chunk) [Employees and Remuneration Policies](index=15&type=section&id=Employees%20and%20Remuneration%20Policies) The company employs **400 staff** in China, offering competitive remuneration and training, and maintained good labor relations during the reporting period - As of June 30, 2025, the company had **400 employees**, all based in China[84](index=84&type=chunk)[87](index=87&type=chunk) - Remuneration policies include basic salaries and performance-based bonuses, which are regularly reviewed and improved to maintain competitiveness[85](index=85&type=chunk)[87](index=87&type=chunk) - The company provides internal training, including mandatory and recommended courses, to enhance employee skills and knowledge[89](index=89&type=chunk)[94](index=94&type=chunk) - No strikes, labor disputes, or industrial actions with a significant impact on operations occurred during the reporting period[90](index=90&type=chunk)[95](index=95&type=chunk) [Outlook](index=16&type=section&id=Outlook) The company expects to improve financial performance through monetization of pharmaceutical sales, content, and IT services, and plans to deepen doctor engagement, maintaining cautious optimism - Plans to improve financial performance and profitability through the monetization of pharmaceutical sales, content services, and information technology services[91](index=91&type=chunk)[96](index=96&type=chunk) - Will deepen connections with more doctors and integrate their medical services onto the platform to be in a more favorable position in the pharmaceutical sales business[91](index=91&type=chunk)[96](index=96&type=chunk) - By expanding cooperation with doctors, aims to acquire broader real-world clinical data to provide pharmaceutical companies with drug research insights[92](index=92&type=chunk)[96](index=96&type=chunk) - Despite challenging market conditions, the company remains cautiously optimistic about its business prospects[93](index=93&type=chunk)[97](index=97&type=chunk) Other Information This section covers directors' and substantial shareholders' interests, share schemes, securities transactions, corporate governance, dividends, use of proceeds, and contractual arrangements [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=17&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions) Directors and the chief executive held long positions in company shares and associated corporations, primarily through controlled entities, as of June 30, 2025 Directors' Long Positions in the Company's Ordinary Shares (as of June 30, 2025) | Director's Name | Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Zhang Wanneng | Interest in controlled corporation | 295,915,335 | 33.71% | | Mr. Chen Yong | Interest in controlled corporation | 91,530,500 | 10.43% | | Mr. Chen Jing | Interest in controlled corporation | 42,774,900 | 4.87% | - Mr. Zhang Wanneng holds shares through Fengji Limited, which is wholly owned by him[109](index=109&type=chunk) - Mr. Chen Yong holds shares through Jiaman Group Investment Limited, which is wholly owned by him[109](index=109&type=chunk) - Mr. Chen Jing holds approximately **43.06%** equity interest in Yuanjing Co., Ltd. and is deemed to be interested in all shares held by it[102](index=102&type=chunk)[105](index=105&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in the Company's Shares and Underlying Shares](index=20&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions) Substantial shareholders, excluding directors, held long positions in the company's ordinary shares, including Fengji, Baidu (Hong Kong), Jiaman Group, and Meiyi Limited Substantial Shareholders' Long Positions in the Company's Ordinary Shares (as of June 30, 2025) | Substantial Shareholder Name/Entity | Nature and Capacity of Interest | Number of Shares Held/Interested | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Fengji Limited | Beneficial owner | 295,915,335 | 33.71% | | Baidu (Hong Kong) Limited | Beneficial owner | 106,245,100 | 12.11% | | Jiaman Group Investment Limited | Beneficial owner | 91,530,500 | 10.43% | | Meiyi Limited | Beneficial owner | 81,012,500 | 9.23% | - Baidu (Hong Kong) Limited is a wholly-owned subsidiary of Baidu Holdings Limited[118](index=118&type=chunk)[119](index=119&type=chunk) - Meiyi Limited is wholly owned by Mr. Zhang Wande, the brother of Mr. Zhang Wanneng[118](index=118&type=chunk)[119](index=119&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=19&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) No rights to acquire company shares or debentures were granted to or exercised by directors, their spouses, or minor children during the reporting period - During the reporting period, no rights to acquire benefits by acquiring shares or debentures of the company were granted to any director or their respective spouses or minor children, nor were any such rights exercised[112](index=112&type=chunk)[113](index=113&type=chunk) [Share Scheme](index=21&type=section&id=Share%20Scheme) The company has not adopted any share scheme under Chapter 17 of the Listing Rules - The company has not adopted any share scheme under Chapter 17 of the Listing Rules[122](index=122&type=chunk)[125](index=125&type=chunk) [Directors' Securities Transactions](index=21&type=section&id=Directors'%20Securities%20Transactions) The company adopted the Model Code for directors' securities transactions, and all directors confirmed compliance during the reporting period - The company has adopted the Model Code set out in Appendix C3 of the Listing Rules as its own code of conduct for directors' securities transactions[123](index=123&type=chunk)[126](index=126&type=chunk) - All directors have confirmed their compliance with the required standards set out in the Model Code during the reporting period[123](index=123&type=chunk)[126](index=126&type=chunk) [Changes in Directors' Information](index=21&type=section&id=Changes%20in%20Directors'%20Information) Mr. Chen Yong resigned as a non-executive director on July 11, 2025, due to personal matters, confirming no disagreement with the Board - Mr. Chen Yong resigned as a non-executive director, effective July 11, 2025, to focus on family and other personal matters[124](index=124&type=chunk)[127](index=127&type=chunk) - Mr. Chen confirmed that he had no disagreement with the Board and that there were no matters relating to his resignation that needed to be brought to the attention of shareholders and the Stock Exchange[124](index=124&type=chunk)[127](index=127&type=chunk) [Audit Committee](index=22&type=section&id=Audit%20Committee) The Audit Committee, chaired by Mr. Xu Jing, reviewed the group's accounting principles, internal controls, and interim financial statements - The Audit Committee comprises Mr. Xu Jing (Chairman), Ms. Deng Xiaolan, and Mr. Zhang Xiangming[128](index=128&type=chunk)[133](index=133&type=chunk) - The Committee has reviewed and discussed the group's accounting principles, practices, audit, internal controls, and financial reporting matters, as well as the unaudited consolidated interim financial statements for the six months ended June 30, 2025[129](index=129&type=chunk)[133](index=133&type=chunk) [Compliance with the Code on Corporate Governance Practices](index=22&type=section&id=Compliance%20with%20the%20Code%20on%20Corporate%20Governance%20Practices) The company generally complies with the Corporate Governance Code, but the Chairman and CEO roles are combined, an arrangement the Board deems beneficial - The company's corporate governance practices have complied with the Corporate Governance Code, but there is a deviation from Code Provision C.2.1 (roles of Chairman and Chief Executive should be separate)[130](index=130&type=chunk)[131](index=131&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) - Mr. Zhang Wanneng serves concurrently as Chairman and Chief Executive Officer, an arrangement the Board believes benefits group management, with senior management and the Board effectively monitoring and balancing his powers[132](index=132&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) - The Board will continue to review and consider separating the roles of Chairman and Chief Executive Officer at appropriate and suitable times[138](index=138&type=chunk)[141](index=141&type=chunk) [Interim Dividend](index=23&type=section&id=Interim%20Dividend) The Board does not recommend declaring an interim dividend for the six months ended June 30, 2025 - The Board does not recommend declaring an interim dividend for the six months ended June 30, 2025 (2024: nil)[139](index=139&type=chunk)[142](index=142&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=23&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of its listed securities during the reporting period - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[143](index=143&type=chunk) [Use of Proceeds](index=24&type=section&id=Use%20of%20Proceeds) Net proceeds from the December 2024 global offering (HKD 109.4 million) were utilized consistent with the prospectus for business expansion, R&D, and working capital - The company's shares were listed on the Main Board of the Stock Exchange of Hong Kong on December 30, 2024[144](index=144&type=chunk)[146](index=146&type=chunk) - The total net proceeds from the global offering amounted to approximately **HKD 109.4 million** (approximately RMB 101.25 million)[144](index=144&type=chunk)[146](index=146&type=chunk) Intended Use of Net Proceeds and Utilization as of June 30, 2025 | Intended Use | Allocation of Net Proceeds (HKD million) | Net Proceeds Utilized as of June 30, 2025 (HKD million) | Unutilized Net Proceeds as of June 30, 2025 (HKD million) | Expected Timeline for Utilization of Net Proceeds | | :--- | :--- | :--- | :--- | :--- | | Business Expansion | 66.19 | 0.36 | 65.83 | Before December 2027 | | Strategic Investments or Acquisitions | 22.97 | 0 | 22.97 | Before December 2027 | | Research and Development | 15.86 | 0.19 | 15.67 | Before December 2027 | | Working Capital and General Corporate Purposes | 4.38 | 0 | 4.38 | Before December 2027 | | **Total** | **109.4** | **0.55** | **108.85** | | [Significant Investments, Material Acquisitions and Disposals, and Future Plans for Material Investments or Capital Assets](index=25&type=section&id=Significant%20Investments%2C%20Material%20Acquisitions%20and%20Disposals%2C%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The company held no significant investments, nor undertook material acquisitions or disposals; no other major investment plans were authorized as of the report date - The company held no significant investments during the reporting period, nor did it undertake any material acquisitions or disposals concerning subsidiaries, associates, and joint ventures, or any pledging of group assets during the period[148](index=148&type=chunk)[151](index=151&type=chunk) - As of the date of this report, there were no other significant investment or capital asset acquisition plans authorized by the Board[148](index=148&type=chunk)[151](index=151&type=chunk) [Compliance with the Contractual Arrangements](index=25&type=section&id=Compliance%20with%20the%20Contractual%20Arrangements) The Group complied with contractual arrangements and the Foreign Investment Law, with no material changes during the reporting period - During the reporting period, the Group complied with the contractual arrangements disclosed in the "Contractual Arrangements" section of the prospectus and the Foreign Investment Law of the People's Republic of China and its accompanying explanations[149](index=149&type=chunk)[152](index=152&type=chunk) - The Group will continue to monitor the latest developments in the Foreign Investment Law and its accompanying explanations and promptly update on the latest regulatory developments[149](index=149&type=chunk)[152](index=152&type=chunk) - There were no material changes concerning the structured contracts and contractual arrangements during the reporting period[150](index=150&type=chunk)[153](index=153&type=chunk) Review Report This section presents KPMG's review report on the interim financial information, outlining the scope and conclusion of their limited assurance engagement [Introduction and Scope of Review](index=26&type=section&id=Introduction%20and%20Scope%20of%20Review) KPMG reviewed the interim financial report for H1 2025 per HKSRS 2410; the scope is less than an audit, thus no audit opinion is expressed - KPMG has reviewed the interim financial report for the six months ended June 30, 2025, which complies with International Accounting Standard 34 "Interim Financial Reporting"[155](index=155&type=chunk)[158](index=158&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, with a scope substantially less than an audit, thus no audit opinion is expressed[157](index=157&type=chunk)[160](index=160&type=chunk) [Conclusion](index=27&type=section&id=Conclusion) The review found no matters indicating the interim financial report as of June 30, 2025, was not prepared in all material respects per IAS 34 - Based on the review, nothing has come to our attention that causes us to believe the interim financial report as of June 30, 2025, is not prepared in all material respects in accordance with International Accounting Standard 34 "Interim Financial Reporting"[161](index=161&type=chunk)[162](index=162&type=chunk) Consolidated Statement of Profit or Loss The company achieved a net profit of **RMB 7.04 million** in H1 2025, turning around from a loss, primarily due to cost control and the impact of redeemable liability changes Key Data from Consolidated Statement of Profit or Loss (for the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 517,852 | 611,485 | -15.3% | | Cost of Sales | (356,118) | (427,824) | -16.8% | | Gross Profit | 161,734 | 183,661 | -11.9% | | Other Net Income | 1,161 | 455 | +155.2% | | Selling Expenses | (87,249) | (98,576) | -11.6% | | Administrative Expenses | (26,256) | (29,097) | -9.6% | | Research and Development Costs | (37,386) | (53,968) | -30.7% | | Operating Profit | 12,004 | 2,475 | +385.0% | | Finance Costs | (1,358) | (2,321) | -41.5% | | Share of Profit less Loss of Associates | (148) | (315) | -53.0% | | Change in Carrying Value of Redeemable Liabilities | – | (62,989) | -100.0% | | Profit/(Loss) Before Taxation | 10,498 | (63,150) | N/A | | Income Tax | (3,458) | 5,875 | N/A | | Profit/(Loss) for the Period | 7,040 | (57,275) | N/A | | Profit/(Loss) Attributable to Equity Holders of the Company | 7,066 | (55,818) | N/A | | Non-controlling Interests | (26) | (1,457) | -98.2% | | Basic and Diluted Earnings/(Loss) Per Share (RMB) | 0.01 | (0.08) | N/A | Consolidated Statement of Profit or Loss and Other Comprehensive Income Total comprehensive income was **RMB 8.378 million** in H1 2025, a significant improvement from a loss, due to profit for the period and increased exchange differences Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income (for the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change Rate | | :--- | :--- | :--- | :--- | | Profit/(Loss) for the Period | 7,040 | (57,275) | N/A | | Exchange Differences on Translation of Financial Statements of Overseas Entities | 1,338 | 470 | +184.7% | | Total Comprehensive Income for the Period | 8,378 | (56,805) | N/A | | Attributable to Equity Holders of the Company | 8,404 | (55,348) | N/A | | Non-controlling Interests | (26) | (1,457) | -98.2% | Consolidated Statement of Financial Position Net assets increased to **RMB 240.166 million** as of June 30, 2025, driven by intangible asset growth, while net current assets slightly decreased due to reduced cash Key Data from Consolidated Statement of Financial Position (as of June 30) | Indicator | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change Rate | | :--- | :--- | :--- | :--- | | **Non-current Assets** | | | | | Property, Plant and Equipment | 6,663 | 8,660 | -23.0% | | Intangible Assets | 99,020 | 81,272 | +21.8% | | Goodwill | 8,605 | 8,605 | 0.0% | | Interests in Associates | 3,060 | 3,208 | -4.6% | | Deferred Tax Assets | 22,797 | 20,300 | +12.3% | | **Current Assets** | | | | | Inventories | 9,390 | 7,096 | +32.3% | | Contract Assets | 62 | 111 | -44.1% | | Other Financial Assets | – | 5,549 | -100.0% | | Trade and Other Receivables | 158,102 | 144,208 | +9.6% | | Prepayments | 14,959 | 27,450 | -45.5% | | Restricted Deposits | 138 | 10,138 | -98.6% | | Cash and Cash Equivalents | 231,425 | 260,229 | -11.1% | | **Current Liabilities** | | | | | Trade and Other Payables | 177,508 | 208,562 | -14.9% | | Contract Liabilities | 56,002 | 58,015 | -3.5% | | Loans and Borrowings | 54,416 | 55,502 | -2.0% | | Lease Liabilities | 2,415 | 3,267 | -26.1% | | Current Taxation | 20,227 | 15,063 | +34.3% | | **Net Current Assets** | 103,508 | 114,372 | -9.5% | | **Non-current Liabilities** | | | | | Loans and Borrowings | 301 | 905 | -66.7% | | Lease Liabilities | 3,186 | 3,724 | -14.5% | | **Net Assets** | 240,166 | 231,788 | +3.6% | | **Total Equity** | 240,166 | 231,788 | +3.6% | Consolidated Statement of Changes in Equity Total equity increased to **RMB 240.166 million** as of June 30, 2025, primarily due to profit for the period and increased exchange reserves, offsetting accumulated losses Key Data from Consolidated Statement of Changes in Equity (for the six months ended June 30) | Indicator | As of January 1, 2025 (RMB thousands) | Changes for the six months ended June 30, 2025 (RMB thousands) | As of June 30, 2025 (RMB thousands) | | :--- | :--- | :--- | :--- | | Share Capital | 96 | – | 96 | | Share Premium | 265,946 | – | 265,946 | | Other Reserves | 2,550,745 | – | 2,550,745 | | Exchange Reserve | 23,803 | 1,338 | 25,141 | | Statutory Reserve | 1,417 | – | 1,417 | | Accumulated Losses | (2,615,242) | 7,066 | (2,608,176) | | **Total Attributable to Equity Holders of the Company** | **226,765** | **8,404** | **235,169** | | Non-controlling Interests | 5,023 | (26) | 4,997 | | **Total Equity** | **231,788** | **8,378** | **240,166** | Condensed Consolidated Cash Flow Statement Net cash from operating activities increased, but investing outflows for R&D capitalization grew, leading to a net decrease in cash; financing outflows were for loan repayments Key Data from Condensed Consolidated Cash Flow Statement (for the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change Rate | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 34,670 | 13,030 | +166.1% | | Net Cash Used in Investing Activities | (52,344) | (18,578) | +181.8% | | Net Cash Used in Financing Activities | (11,130) | (13,409) | -17.0% | | Net Decrease in Cash and Cash Equivalents | (28,804) | (18,957) | +52.0% | | Cash and Cash Equivalents at January 1 | 260,229 | 168,693 | +54.3% | | Cash and Cash Equivalents at June 30 | 231,425 | 149,736 | +54.6% | - Net cash outflow from investing activities was primarily attributable to **RMB 50.7 million** for expenses related to the recognition of R&D achievements as intangible assets[78](index=78&type=chunk) - Net cash outflow from financing activities was primarily attributable to the repayment of bank loans of **RMB 24.9 million** and payment of listing fees of **RMB 6.4 million**[78](index=78&type=chunk) Notes to the Unaudited Interim Financial Report This section details the basis of preparation, changes in accounting policies, revenue and segment reporting, and specific financial statement items for the unaudited interim financial report [Basis of Preparation](index=35&type=section&id=Basis%20of%20Preparation) The interim financial report is prepared per HKEX Listing Rules and IAS 34, reviewed by KPMG, and adopts consistent accounting policies with 2024 annual statements - The interim financial report is prepared in accordance with the Listing Rules of the Stock Exchange of Hong Kong and International Accounting Standard 34 "Interim Financial Reporting"[180](index=180&type=chunk)[184](index=184&type=chunk) - The report is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[185](index=185&type=chunk)[189](index=189&type=chunk) - Except for changes in accounting policies expected to be reflected in the 2025 annual financial statements, the report adopts the same accounting policies as the 2024 annual financial statements[181](index=181&type=chunk)[184](index=184&type=chunk) [Changes in Accounting Policies](index=36&type=section&id=Changes%20in%20Accounting%20Policies) The Group applied IAS 21 amendments with no significant impact due to no relevant foreign currency transactions, and no new standards not yet effective were applied - The Group has applied the amendments to International Accounting Standard 21 "The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability," but with no significant impact on this interim report[187](index=187&type=chunk)[190](index=190&type=chunk) - The Group has not applied any new standards or interpretations that are not yet effective for the current accounting period[188](index=188&type=chunk)[191](index=191&type=chunk) [Revenue and Segment Reporting](index=37&type=section&id=Revenue%20and%20Segment%20Reporting) The company's main businesses are enterprise and digital marketing services and health and medical services, with most revenue from mainland China; gross profit for both segments decreased - The Group's principal businesses are the provision of enterprise services and digital marketing services, and health and medical services[193](index=193&type=chunk)[194](index=194&type=chunk) Revenue Breakdown by Service Line (for the six months ended June 30) | Service Line | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Enterprise Services and Digital Marketing Services | 413,059 | 488,539 | | Health and Medical Services | 104,638 | 122,829 | | Others | 155 | 117 | | **Total** | **517,852** | **611,485** | Gross Profit by Reportable Segment (for the six months ended June 30) | Segment | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Enterprise Services and Digital Marketing Services | 133,049 | 148,164 | | Health and Medical Services | 28,559 | 35,401 | | Others | 126 | 96 | | **Total** | **161,734** | **183,661** | - The vast majority of the Group's revenue is derived from mainland China[200](index=200&type=chunk)[205](index=205&type=chunk) [Other Net Income](index=41&type=section&id=Other%20Net%20Income) Other net income significantly grew to **RMB 1.161 million** in H1 2025, driven by higher interest income and government grants, partially offset by net exchange losses Other Net Income Breakdown (for the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Government Grants | 432 | 316 | | Net Exchange Loss | (1,648) | (458) | | Interest Income | 2,511 | 611 | | Others | (134) | (14) | | **Total** | **1,161** | **455** | - Government grants are primarily for research and development activities and employee retention[212](index=212&type=chunk)[214](index=214&type=chunk) [Profit/(Loss) Before Taxation](index=41&type=section&id=Profit%2F%28Loss%29%20Before%20Taxation) The company achieved a profit before taxation of **RMB 10.498 million** in H1 2025, turning around from a loss, with reduced finance costs and increased intangible asset amortization Finance Costs Breakdown (for the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest on Bank Loans | 1,211 | 2,156 | | Interest on Lease Liabilities | 147 | 165 | | **Total** | **1,358** | **2,321** | Other Expenses Breakdown (for the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Depreciation – Owned Property, Plant and Equipment | 430 | 410 | | Depreciation – Right-of-use Assets | 1,931 | 2,111 | | Amortization of Intangible Assets | 32,950 | 12,569 | | Impairment Loss (Reversal)/Recognition on Trade and Other Receivables and Contract Assets | (308) | 132 | [Income Tax](index=42&type=section&id=Income%20Tax) Income tax expense was **RMB 3.458 million** in H1 2025, a shift from a credit, due to profit turnaround and deferred tax asset reversal; preferential rates apply to some subsidiaries Taxation in Consolidated Statement of Profit or Loss (for the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current Tax – Provision for the Period | 5,955 | 1,243 | | Deferred Tax – Origination and Reversal of Temporary Differences | (2,497) | (7,118) | | **Total** | **3,458** | **(5,875)** | - Mainland China subsidiaries are subject to a **25%** corporate income tax rate, but Fujian Health Road Information Technology Co., Ltd., as a high-tech enterprise, enjoys a preferential tax rate of **15%**[228](index=228&type=chunk) - Some subsidiaries, as "small low-profit enterprises," enjoy a lower corporate income tax rate of **20%**[226](index=226&type=chunk)[227](index=227&type=chunk) - Qualified R&D costs are eligible for an additional **100%** bonus deduction for income tax purposes[225](index=225&type=chunk)[227](index=227&type=chunk) [Earnings/(Loss) Per Share](index=44&type=section&id=Earnings%2F%28Loss%29%20Per%20Share) Basic and diluted earnings per share were **RMB 0.01** in H1 2025, a turnaround from a loss, with no potential dilutive ordinary shares - For the six months ended June 30, 2025, basic earnings per share were **RMB 0.01** (H1 2024: loss of RMB 0.08)[229](index=229&type=chunk)[232](index=232&type=chunk) - For the six months ended June 30, 2025, there were no potential dilutive ordinary shares, thus diluted earnings per share were the same as basic earnings per share[230](index=230&type=chunk)[233](index=233&type=chunk) [Intangible Assets](index=44&type=section&id=Intangible%20Assets) The Group's intangible assets are primarily software and datasets; acquisitions in H1 2025 cost **RMB 50.698 million**, a significant increase from the prior year - The Group's intangible assets primarily refer to software and datasets[231](index=231&type=chunk)[234](index=234&type=chunk) - For the six months ended June 30, 2025, the Group acquired intangible asset items at a cost of **RMB 50,698,000** (H1 2024: RMB 18,404,000)[231](index=231&type=chunk)[234](index=234&type=chunk) [Trade and Other Receivables](index=45&type=section&id=Trade%20and%20Other%20Receivables) Total trade and other receivables increased to **RMB 158.102 million** due to extended payment terms, with a shift in aging towards longer periods Aging Analysis of Trade and Other Receivables (as of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 month | 85,642 | 105,781 | | Over 1 month but within 1 year | 38,691 | 11,482 | | Over 1 year but within 2 years | 804 | 2,261 | | Over 2 years but within 3 years | 420 | 247 | | Trade Receivables, net of loss allowance | 125,557 | 119,771 | | Amounts Due from Related Parties | 1,052 | 1,000 | | Deposits | 3,457 | 3,997 | | Other Receivables | 28,036 | 19,440 | | **Total** | **158,102** | **144,208** | [Cash and Cash Equivalents](index=45&type=section&id=Cash%20and%20Cash%20Equivalents) Cash and cash equivalents decreased to **RMB 231.425 million** as of June 30, 2025, with a significant increase in the proportion held in mainland China Cash and Cash Equivalents (as of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank and Cash on Hand | 231,425 | 260,229 | - As of the end of the reporting period, cash and cash equivalents located in mainland China amounted to **RMB 175.452 million** (December 31, 2024: RMB 102.382 million)[238](index=238&type=chunk)[239](index=239&type=chunk) [Trade and Other Payables](index=46&type=section&id=Trade%20and%20Other%20Payables) Total trade and other payables decreased to **RMB 177.508 million**, consistent with lower cost of sales, with reductions across various payable categories Aging Analysis of Trade and Other Payables (as of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 year | 112,920 | 121,545 | | Over 1 year but within 2 years | 315 | 109 | | Over 2 years but within 3 years | 64 | 103 | | Over 3 years | 159 | 144 | | Accounts Payable | 113,458 | 121,901 | | Amounts Due to Shareholders | 4,659 | 4,714 | | Salaries and Bonuses Payable | 20,045 | 25,006 | | Advances from Customers | 13,424 | 15,751 | | Other Payables | 25,922 | 41,190 | | **Total** | **177,508** | **208,562** | [Contract Liabilities](index=46&type=section&id=Contract%20Liabilities) Contract liabilities remained stable at **RMB 56.002 million** as of June 30, 2025, primarily representing deposits received for future services - Contract liabilities refer to deposits received by the Group before providing related services, primarily including health and medical services, and digital marketing and enterprise services[242](index=242&type=chunk)[243](index=243&type=chunk) Contract Liabilities (as of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Contract Liabilities | 56,002 | 58,015 | [Loans and Borrowings](index=47&type=section&id=Loans%20and%20Borrowings) Total bank loans and borrowings decreased to **RMB 54.717 million**, mostly current and guaranteed by shareholders or subsidiary directors Loans and Borrowings Breakdown (as of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Current Bank Loans – Secured | 54,416 | 55,502 | | Non-current Bank Loans – Secured | 301 | 905 | | **Total** | **54,717** | **56,407** | Bank Loan Repayment Schedule (as of June 30) | Repayment Period | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 year or on demand | 54,416 | 55,502 | | After 1 year but within 2 years | 301 | 905 | | **Total** | **54,717** | **56,407** | - As of June 30, 2025, bank loans of **RMB 52.215 million** were guaranteed by a shareholder of the company, with the remaining **RMB 2.502 million** guaranteed by directors of subsidiaries[246](index=246&type=chunk) [Deferred Tax](index=48&type=section&id=Deferred%20Tax) Deferred tax assets increased to **RMB 22.797 million**, influenced by unused tax losses and intangible asset amortization; certain deferred tax assets and liabilities were not recognized Components and Movements of Deferred Tax Assets (as of June 30) | Item | As of January 1, 2025 (RMB thousands) | (Charged to)/Credited to Profit or Loss (RMB thousands) | As of June 30, 2025 (RMB thousands) | | :--- | :--- | :--- | :--- | | Credit Loss Provision | 444 | (235) | 209 | | Unused Tax Losses | 726 | 4,398 | 5,124 | | Deferred Income | 9,524 | (6,263) | 3,261 | | Promotion and Advertising Expenses | 3,100 | 1,522 | 4,622 | | Amortization of Intangible Assets | 6,430 | 3,082 | 9,512 | | Others | 76 | (7) | 69 | | **Total** | **20,300** | **2,497** | **22,797** | - The Group did not recognize deferred tax assets for accumulated tax losses of **RMB 6.985 million**, as future taxable profits are unlikely to be available[252](index=252&type=chunk)[255](index=255&type=chunk) - No deferred tax liability was recognized for withholding tax on undistributed profits of **RMB 23.495 million** from mainland China subsidiaries, as the company controls the dividend policy and no future distribution is expected[253](index=253&type=chunk)[256](index=256&type=chunk) [Capital, Reserves and Dividends](index=49&type=section&id=Capital%2C%20Reserves%20and%20Dividends) The directors do not recommend paying an interim dividend for the interim period ended June 30, 2025 - The directors do not recommend paying an interim dividend for the interim period (for the six months ended June 30, 2024: nil)[254](index=254&type=chunk)[257](index=257&type=chunk) [Material Related Party Transactions](index=50&type=section&id=Material%20Related%20Party%20Transactions) The company engaged in service and purchase transactions with Baidu Group and had balances with an associate; all transactions were unsecured, interest-free, and repayable on demand Material Related Party Transactions (for the six months ended June 30) | Transaction Type | Related Party | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | | Provision of Services to | Baidu Group | 3,489 | 7,963 | | Purchase of Goods and Services from | Baidu Group | 106 | 146 | | Prepayment to an Associate | Xiamen Zhongjian Xinlian | 850 | – | | Recovery from an Associate | Xiamen Zhongjian Xinlian | 850 | – | Material Balances with Related Parties (as of June 30) | Item | Related Party | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | | Trade Receivables from Related Parties | Baidu Group | 1,295 | 1,186 | | Amounts Due from Related Parties | Xiamen Zhongjian Xinlian | 850 | 850 | | Amounts Due from Related Parties | Baidu Group | 50 | 50 | | Amounts Due to Shareholders | Mr. Zhang Wanneng | 674 | 682 | | Amounts Due to Shareholders | Fengji Limited | 3,985 | 4,032 | - All related party balances are unsecured, interest-free, and repayable on demand[266](index=266&type=chunk) - Shareholders provided guarantees for bank loans, with details disclosed in Note 13[267](index=267&type=chunk)[268](index=268&type=chunk)

Revenue and Financial Performance - The restaurant services segment recorded revenue of approximately HKD 213.8 million for the six months ending June 30, 2025, an increase of about 4.9% compared to HKD 203.8 million in the same period last year[7]. - The financial services segment contributed total revenue of approximately HKD 49.5 million, up about 3.9% from HKD 47.6 million in the previous year[8]. - Total revenue for the group was approximately HKD 263.9 million, representing an increase of about 4.7% from HKD 252.0 million in the previous year[26]. - For the six months ended June 30, 2025, the company reported revenue of HKD 263,907,000, an increase of 4.3% from HKD 251,982,000 in the same period of 2024[62]. - The gross profit for the same period was HKD 69,115,000, representing a gross margin of 26.2%, compared to HKD 64,546,000 in 2024[62]. - The company incurred a loss before tax of HKD 26,613,000, an improvement from a loss of HKD 31,268,000 in the previous year[62]. - The net loss for the period was HKD 28,552,000, compared to a net loss of HKD 32,854,000 in 2024, indicating a reduction in losses[62]. Segment Performance - The brokerage, margin financing, asset management, and professional services business recorded total revenue of approximately HKD 38.8 million, down from HKD 44.3 million in the previous year[14]. - The lending and credit card business recorded revenue of approximately HKD 7.1 million, an increase from HKD 3.3 million in the previous year, due to higher credit card transaction fees[18]. - The insurance and wealth management business generated revenue of approximately HKD 3.6 million, primarily from fees earned on insurance policies[19]. - The group reported a loss of approximately HKD 30.3 million in the lending and credit card business, up from HKD 16.5 million the previous year, mainly due to increased employee costs[18]. Assets and Liabilities - As of June 30, 2025, total assets amounted to HKD 2,148,372,000, significantly up from HKD 745,712,000 at the end of 2024[66]. - Current liabilities increased to HKD 1,824,577,000 from HKD 385,009,000 at the end of 2024, reflecting a substantial rise in trade payables[66]. - The group's debt-to-asset ratio was approximately 72.5% as of June 30, 2025, up from 35.8% as of December 31, 2024[50]. - Trade receivables as of June 30, 2025, were approximately HKD 61.0 million, a decrease from HKD 70.0 million as of December 31, 2024[47]. - Trade payables increased to approximately HKD 506.6 million as of June 30, 2025, compared to HKD 335.5 million as of December 31, 2024[48]. - Inventory as of June 30, 2025, was approximately HKD 52.0 million, reflecting an increase of about 38.5% from HKD 37.6 million as of December 31, 2024[49]. Cash Flow and Financing - The net cash used in operating activities was HKD 115,714,000 for the six months ending June 30, 2025, compared to HKD 15,018,000 in the same period last year[71]. - The company incurred a net cash outflow of HKD 2,086,000 from investing activities, a significant increase from HKD 92,000 in the previous year[71]. - Financing activities resulted in a net cash outflow of HKD 4,326,000, compared to HKD 14,955,000 in the prior period[71]. Shareholder Information - The company did not declare any interim dividend for the six months ended June 30, 2025, consistent with the previous year[61]. - Major shareholder Golden Sparkle Limited holds 552,489,500 ordinary shares, representing 25.07% of the issued share capital[145]. - As of June 30, 2025, the total issued share capital of the company is 2,203,361,000 shares[144]. Governance and Management - The company has not appointed a chairman of the board as of June 30, 2025, due to ongoing searches for a suitable candidate[150]. - The company is in the process of nominating a suitable candidate for the chairman position to comply with governance codes[151]. - The company has dissolved its Executive Committee and Investment and Credit Committee, effective August 28, 2025, with their functions being taken over by the Board of Directors[152]. Employee and Compensation - The company employed 168 staff as of June 30, 2025, up from 164 employees at the end of 2024[59]. - The company has adopted a share option scheme to incentivize employees, ensuring competitive compensation compared to market standards[60]. Market Outlook and Strategy - The company aims to create long-term value for shareholders through a diversified business portfolio, including food and financial services[56]. - The company is optimistic about Hong Kong's strategic position as a global offshore RMB business hub and a regional green technology and financial center[57]. - The company will continue to adopt a cautious approach in evaluating investment opportunities due to increased uncertainties in the investment environment[58].

鋑聯控股有限公司 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 主席報告 | 3 | | 管理層討論及分析 | 9 | | 其他資料 | 13 | | 簡明綜合全面收益表（未經審核） | 18 | | 簡明綜合資產負債表（未經審核） | 19 | | 簡明綜合權益變動表（未經審核） | 21 | | 簡明綜合現金流量表（未經審核） | 22 | | 簡明綜合中期財務資料附註（未經審核） | 23 | 01 二零二五年中期業績報告 公司資料 董事會 執行董事 黃建業先生 （主席） 黃靜怡女士 黃耀銘先生 獨立非執行董事 沙豹先生 黃宗光先生 李偉強先生 審核委員會 李偉強先生 （委員會主席） 沙豹先生 黃宗光先生 薪酬委員會 李偉強先生 （委員會主席） 黃建業先生 黃耀銘先生 沙豹先生 黃宗光先生 提名委員會 李偉強先生 （委員會主席） 黃靜怡女士 黃耀銘先生 沙豹先生 黃宗光先生 公司秘書 梅雅美女士 授權代表 黃靜怡女士 施嘉明先生 註冊辦事處 Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-111 ...

Financial Performance - The group recorded revenue of approximately HKD 69,000, a decrease from HKD 83,000 in the same period last year, primarily due to reduced dividend income from listed equity securities[9]. - The group achieved a profit attributable to owners of approximately HKD 5,107,000, compared to a loss of HKD 3,758,000 in the previous year, driven by waived director salaries and increased fair value gains on financial assets[9]. - Total revenue for the six months ended June 30, 2025, was HKD 69,163,000, a decrease of 16.0% compared to HKD 82,643,000 for the same period in 2024[76]. - Other income for the same period was HKD 5,572,694,000, with a significant increase attributed to fair value changes in financial assets[76]. - Profit before tax for the period was HKD 5,107,044,000, compared to a loss of HKD 3,757,925,000 in the previous year, indicating a turnaround in performance[76]. - The total comprehensive income for the period was HKD 5,105,890,000, a significant recovery from a loss of HKD 3,758,270,000 in the previous year[76]. - Basic and diluted earnings per share for the period were HKD 0.018, compared to a loss per share of HKD 0.013 in the same period last year[76]. - The company reported a foreign exchange loss of HKD 10,192,000 during the period, impacting overall comprehensive income[76]. Expenses and Cost Management - The group's administrative and operating expenses were approximately HKD 2,692,000, down from HKD 4,282,000 in the previous year, mainly due to some directors waiving their salaries[9]. - The total employee cost for the six months ended June 30, 2025, was HKD 999,000, a decrease from HKD 2,282,000 in the previous year[26]. - The total director's remuneration waived amounted to HKD 1,972,694 and HKD 3,600,000 for the six months ended June 30, 2025, contributing to other income[99]. - The total interest expense on lease liabilities decreased to HKD 41,015 in the first half of 2025 from HKD 62,593 in the same period of 2024, reflecting improved cost management[101]. - The company reported a significant decrease in depreciation expenses for property, plant, and equipment, from HKD 73,907 in 2024 to HKD 2,415 in 2025, indicating a reduction in asset write-downs[102]. Assets and Liabilities - As of June 30, 2025, the group's cash and cash equivalents amounted to HKD 2,690,945, significantly up from HKD 354,521 as of December 31, 2024[14]. - The company's total assets as of June 30, 2025, amounted to HKD 9,706,155,000, an increase from HKD 5,964,680,000 as of December 31, 2024[78]. - Current liabilities decreased significantly from HKD 7,819,343,000 to HKD 4,468,989,000, improving the company's liquidity position[78]. - The net asset value as of June 30, 2025, was HKD 4,363,829,000, recovering from a net loss of HKD 742,061,000 in the previous year[78]. - The company has no significant capital commitments as of June 30, 2025[24]. - The company has no major contingent liabilities as of June 30, 2025[28]. Financing Activities - The group is exploring various financing options, including debt financing and share placements, to support its operations and expansion[15]. - The company announced a rights issue on May 9, 2025, offering 144,000,000 shares at HKD 0.07 per share, aiming to raise approximately HKD 10.08 million[19]. - The company completed the rights issue on July 7, 2025, as detailed in subsequent announcements[20]. - The net proceeds from the rights issue are estimated to be around HKD 9.2 million, intended for general working capital[68]. - The company received HKD 2,579,535 from share application money during the financing activities, indicating strong investor interest[82]. - The company raised approximately HKD 10.08 million through a rights issue, with a subscription price of HKD 0.07 per share, completed on July 7, 2025[67][68]. Shareholder Information - Major shareholders holding 5% or more of the company's shares include CICC Technology Holdings Limited with 42,460,000 shares (14.74%) and Hong Kong Jintai Feng Group Limited with 37,720,000 shares (13.10%)[49]. - The total number of issued and fully paid ordinary shares as of June 30, 2025, was 288 million, with a par value of HKD 0.02 per share[114]. - As of June 30, 2025, the interests of directors and key executives in the company's shares include 42,460,000 shares held by Mr. Yang Zhi Cheng, representing 14.74% of the issued shares[45][47]. - Major shareholder Liu Li holds a 13.10% stake in the company, equivalent to 37,720,000 shares out of 288,000,000 issued shares as of June 30, 2025[53]. Corporate Governance and Compliance - The company has complied with corporate governance codes and relevant laws and regulations throughout the reporting period[59][60]. - The audit committee reviewed the unaudited condensed consolidated financial statements for the six months ending June 30, 2025[65]. - The company has adopted a standard code for securities trading by directors, ensuring compliance with the relevant regulations[58]. - There were no significant transactions or contracts involving directors with substantial interests during the reporting period[54]. - No major disputes occurred with employees, suppliers, or other stakeholders during the reporting period[61]. Investment Activities - The group continues to invest in listed equity securities, with a diversified portfolio including Alibaba Group, Tencent Holdings, and others as of June 30, 2025[13]. - The company is actively seeking and evaluating high-potential investment opportunities to enhance its investment portfolio and increase long-term shareholder returns[29]. - The company has no plans for significant investments or capital assets at the report date but will conduct feasibility studies for any potential investment opportunities[32]. - The fair value of financial assets measured at fair value through profit or loss increased to HKD 6,687,060 as of June 30, 2025, from HKD 5,170,700 as of December 31, 2024[95]. - For the six months ended June 30, 2025, the unrealized gains from investments amounted to HKD 1,516,360, compared to HKD 504,420 for the same period in 2024, indicating a significant increase[103]. Other Relevant Information - The company did not engage in any securities trading or hold treasury shares during the reporting period[64]. - The company did not declare any interim dividends for the six months ended June 30, 2025, consistent with the previous year[105]. - The company has unutilized tax losses of HKD 118,868,784 as of June 30, 2025, which can offset future taxable profits[104]. - The company did not purchase or sell any property, plant, and equipment during the six months ended June 30, 2025, maintaining its asset base[107].

2025 中期報告 2025 主席報告書 本人謹代表晨訊科技集團有限公司（「本公司」）董事（「董事」）會（「董事會」）提呈本 公司及其附屬公司（統稱「本集團」）截至二零二五年六月三十日止六個月（「二零 二五年上半年」）之中期業績報告。 業務回顧 二零二五年上半年，集團在深化內部管理及成本管控方面的工作成效顯著，同 時，歷史庫存清貨和人員的處理等歷史遺留問題對當期業績的負面影響大幅減 少，使報告期內的經營業績基本實現了扭虧為盈。 本集團於二零二五年上半年實現營業額208,200,000港元，較去年同期增長13.4%； 毛利額45,300,000港元，較去年同期增長18.3%。手機及物聯網終端業務通過成本 和費用的進一步控制，錄得約600,000港元的微利。集團非全資附屬公司上海蓁康 電子有限公司所從事的車載智能產品業務，因預期的客戶訂單被取消，失去了預 期的收入中絕大部分，以至於出現14,800,000港元的虧損。報告期內，投資性物 業的租金收入並沒有明顯的下降，但評估師基於對未來租金市場的判斷以及集團 實際租約的情況，作出14,700,000港元的減值，使租賃業務錄得2,000,000港元的虧 損。報告期內， ...

(於開曼群島註冊成立之有限公司) (incorporated in the Cayman Islands with limited liability) 股份代號 Stock Code: 1232 INTERIM REPORT 2025 中期報告 目錄 Contents 2 公司資料 Corporate Information 6 管理層討論與分析 Management Discussion and Analysis 18 權益披露 Disclosure of Interests 26 其他資料 Other Information 30 簡明綜合損益及其他全面收益表 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 32 簡明綜合財務狀況表 Condensed Consolidated Statement of Financial Position 34 簡明綜合權益變動表 Condensed Consolidated Statement of Changes in Equity 36 簡明綜合現 ...

[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)

DREAM INTERNATIONAL LIMITED 德林國際有限公司 於香港註冊成立之有限公司 股份代號 : 1 1 2 6 中期報告 德林國際有限公司 管理層討論及分析 財務回顧 二零二五年上半年，受通脹加劇、地緣政治動盪、利率持續高企及貿易衝突升溫 影響，疊加經濟波動，整體消費信心承壓。面對充滿不確定性與挑戰的市場環境， 德林國際有限公司（「本公司」或「德林國際」，連同其附屬公司，「本集團」）充分 發揮其多區域生產佈局的優勢，與角色擁有人及授權商緊密合作，通過持續推出 多元化及創新的產品捕捉市場需求。從而，成功在逆市中維持增長。 截至二零二五年六月三十日止六個月（「本期間」），受惠於北美及亞洲市場需 求暢旺，加上為減低關稅上調影響而向越南轉移訂單，本集團的收入上升12.4% 至2,578,300,000港元（截至二零二四年六月三十日止六個月：2,294,000,000港 元）。由於越南市場持續上漲的人力成本以及本集團積極爭取更多塑膠手板模 型訂單，本期間毛利達到517,600,000港元（截至二零二四年六月三十日止六個 月：550,300,000港元），毛利率為20.1%（截至二零二四年六月三十日止六 ...

ZD 9768 YL 2099 YM 248 PC 2853 TJ 409 ZE 1982 UM2759 粵 B 47453D 2025 中期報告 載通國際控股有限公司 載通國際控股有限公司 目錄 中期回顧 | 中期業績 | 2 | | --- | --- | | 中期股息 | 2 | | 管理層回顧及展望 | 3 | | ‧ 個別業務分部營運及業績回顧 | 3 | | ‧ 財務狀況 | 7 | | ‧ 資金及融資 | 7 | | ‧ 融資及財政政策 | 9 | | ‧ 資本承擔 | 9 | | ‧ 僱員及薪酬政策 | 10 | | ‧ 展望 | 10 | | 補充資料 | 12 | | 中期財務報告 | | | 綜合損益表 | 22 | | 綜合損益及其他全面收益表 | 23 | | 綜合財務狀況表 | 24 | | 綜合權益變動表 | 26 | | 簡明綜合現金流量表 | 28 | | 未經審核中期財務報告附註 | 30 | | 致董事會的審閱報告 | 48 | | 公司資料 | 49 | 2025 中期報告 1 中期業績 截至2025年6月30日止六個月，本集團在撇除投資物業及發展中投資物業的公平價值變 ...