| 目錄 | | | --- | --- | | 公司資料 | 2 | | 公司概覽 | 4 | | 管理層討論及分析 | 5 | | 其他資料 | 18 | | 獨立審閱報告 | 36 | | 中期簡明綜合損益及其他全面收益表 | 37 | | 中期簡明綜合財務狀況表 | 38 | | 中期簡明綜合權益變動表 | 40 | | 中期簡明綜合現金流量表 | 41 | | 中期簡明綜合財務資料附註 | 43 | | 釋義 | 58 | 科笛集團 二零二五年中期報告 公司資料 執行董事 張樂樂女士 黃雨青先生 非執行董事 陳連勇博士 （主席） 謝沁博士 黃瀟博士 楊雲霞女士 獨立非執行董事 鍾明杰先生 葉曉翔先生 張志嵩先生 （於2025年8月28日獲委任） 陶德仁先生 （於2025年8月28日辭任） 審核委員會 鍾明杰先生 （主席） 葉曉翔先生 張志嵩先生 （於2025年8月28日獲委任） 陶德仁先生 （於2025年8月28日辭任） 薪酬委員會 葉曉翔先生 （主席） 陳連勇博士 鍾明杰先生 提名委員會 陳連勇博士 （主席） 謝沁博士 （於2025年8月28日獲委任） 鍾明杰先生 張志嵩先生 （於2025年8月2 ...

2025 中期報告 BeOne Medicines Ltd. （根據瑞士法律註冊成立的公司） Cancer has no borders. Neither do we. 目錄 | 公司資料 | 2 | | --- | --- | | 前瞻性陳述 | 4 | | 管理層討論及分析 | 7 | | 其他資料 | 28 | | 未經審核中期簡明綜合經營表 | 82 | | 未經審核中期簡明綜合全面虧損表 | 83 | | 未經審核中期簡明綜合資產負債表 | 84 | | 未經審核中期簡明綜合股東權益報表 | 86 | | 未經審核中期簡明綜合現金流量表 | 87 | | 未經審核中期簡明綜合財務報表附註 | 89 | | 釋義 | 124 | | 技術詞彙 | 128 | 1 百濟神州有限公司 • 2025 中期報告 公司資料 董事會 執行董事 歐雷強先生 （主席兼首席執行官） 非執行董事 王曉東博士 獨立非執行董事 Olivier Brandicourt博士 Margaret Han Dugan博士 Michael Goller先生 Anthony C. Hooper先生 Ranjeev Krishana先生 A ...

碩奧國際控股有限公司 Shuoao International Holdings Limited (於開曼群島註冊成立之有限公司) (股份代號 : 2336) 中期報告 2025 目 錄 公司資料 2 管理層討論及分析 3 獨立審閱報告 11 簡明綜合損益表－未經審核 12 簡明綜合損益及其他全面收益表－未經審核 13 簡明綜合財務狀況表－未經審核 14 簡明綜合權益變動表－未經審核 15 簡明綜合現金流量表－未經審核 16 未經審核中期財務報告附註 17 其他資料 28 公司資料 董事會 執行董事 曹建國先生 （主席） 馮櫓銘先生 （行政總裁） 金曉錚博士 獨立非執行董事 陳詠梅博士 趙敬仁先生 汪長禹先生 審核委員會 趙敬仁先生 （主席） 陳詠梅博士 汪長禹先生 薪酬委員會 陳詠梅博士 （主席） 趙敬仁先生 汪長禹先生 提名委員會 汪長禹先生 （主席） 曹建國先生 陳詠梅博士 趙敬仁先生 信貸委員會 馮櫓銘先生 （主席） 金曉錚博士 公司秘書 陳佩貞女士 股份買賣 香港聯合交易所有限公司 （股份代號：2336 ） 註冊辦事處 Cricket Square, Hutchins Drive P.O. Box ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of the company's governance structure, including its Board of Directors and various committees, along with essential registration and contact details [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by audit, nomination, remuneration, and ESG committees to ensure robust corporate governance - Board members include Chairman Mr. Peter Brendon Wyllie, Mr. Hou Haolong, Mr. Adriaan Johannes Basson as executive directors, Mr. Wang Ping as a non-executive director, and Ms. Chan Chu Man, Mr. Cheng Tai Kwan, Mr. Wei Mingde as independent non-executive directors[5](index=5&type=chunk) - The company has established Audit, Nomination, Remuneration, and Environmental, Social and Governance Committees, with independent non-executive directors serving as chairpersons or key members to strengthen corporate governance[5](index=5&type=chunk) [Registration and Contact Information](index=3&type=section&id=Registration%20and%20Contact%20Information) The company is registered in the Cayman Islands, with its headquarters and main operating location in Xinxiang City, Henan Province, China, and its principal place of business in Hong Kong at China Resources Building, Wan Chai, with stock code 2459 - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in China located in the Industrial Concentration Zone, Huixian City, Xinxiang City, Henan Province[5](index=5&type=chunk) - The principal place of business in Hong Kong is at China Resources Building, 26 Harbour Road, Wan Chai, and the Hong Kong share registrar and transfer office is Hong Kong Central Share Registrar Services Limited[6](index=6&type=chunk) - The company's stock code is **2459**, and its official website is www.sanergygroup.com[7](index=7&type=chunk) [Company Profile](index=4&type=section&id=Company%20Profile) This section outlines the company's core business, market positioning, strategic focus on sustainable development, and its global production and sales network [Principal Business and Market Positioning](index=4&type=section&id=Principal%20Business%20and%20Market%20Positioning) Sanergy Group is a global manufacturer of ultra-high power graphite electrodes, serving electric arc furnace steel manufacturers in over 25 countries worldwide, with products used across automotive, infrastructure, and other industries - The Group is a global manufacturer of ultra-high power graphite electrodes, with a customer base spanning over **25 countries** worldwide, including major electric arc furnace steel manufacturers in the Americas, EMEA, Asia Pacific, and China[8](index=8&type=chunk) - Products are primarily sold to the automotive, infrastructure, construction, electrical appliance, machinery, equipment, and transportation industries[8](index=8&type=chunk) [Strategy and Sustainable Development](index=4&type=section&id=Strategy%20and%20Sustainable%20Development) The company benefits from global 'dual carbon goals' driving the steel industry's transition to electric arc furnace steelmaking, committed to providing high-quality products and pursuing cleaner production processes for a green and sustainable economy - The 'dual carbon goals' are driving the downstream steel manufacturing industry from blast furnace steelmaking to more environmentally friendly electric arc furnace steelmaking, with EAFs considered a core pillar for decarbonizing the steel industry[9](index=9&type=chunk) - The company is committed to providing high-quality ultra-high power graphite electrodes and striving for cleaner production processes to reduce emissions, waste, and energy consumption, contributing to a green and sustainable economy[9](index=9&type=chunk) [Production and Sales Network](index=4&type=section&id=Production%20and%20Sales%20Network) The company operates production facilities in Italy and China with a combined annual capacity of 46,000 metric tons, supported by a global sales and distribution network to flexibly meet customer demands - The company has production facilities in Italy and China, with a combined actual annual production capacity of **46,000 metric tons**, allowing for flexible fulfillment of global customer demands[9](index=9&type=chunk) - Regional sales teams are dedicated to the Americas, EMEA, Asia Pacific, and China markets, ensuring product availability through a strong sales and distribution network[10](index=10&type=chunk) [Definitions](index=5&type=section&id=Definitions) This section provides a comprehensive glossary of key terms and abbreviations used throughout the interim report to ensure clarity and consistent understanding [Definitions of Key Terms](index=5&type=section&id=Definitions%20of%20Key%20Terms) This section provides standard definitions for key terms used in the interim report, including reporting periods, geographical regions, company entities, product types, and financial terminology - The report defines 'first half of 2024' as the six months ended June 30, 2024, while 'reporting period' or 'first half of 2025' refers to the six months ended June 30, 2025[11](index=11&type=chunk)[12](index=12&type=chunk) - Geographical regions include 'Asia Pacific', 'China', 'EMEA' (Europe, Middle East, and Africa), and 'United States'[11](index=11&type=chunk)[13](index=13&type=chunk) - Key product terms such as 'graphite anode materials' and 'ultra-high power graphite electrodes' are also clearly defined, with the latter referring to electrodes capable of withstanding current intensities exceeding **25 amperes per square centimeter**[12](index=12&type=chunk)[13](index=13&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's business performance, future outlook, financial results, liquidity, capital structure, and other significant operational and financial matters [Business Review](index=8&type=section&id=Business%20Review) The Group successfully reversed the gross loss trend from 2024 to record a gross profit in the first half of 2025, driven by prudent financial policies, cost reduction measures, and inventory provision reversals, significantly narrowing losses and achieving a turnaround to adjusted EBITDA profit - The Group successfully reversed the gross loss trend from 2024 to record a gross profit in the first half of 2025, primarily due to senior management's continuous strengthening of prudent financial policies and cost reduction measures[14](index=14&type=chunk) Comparison of Key Financial Performance: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Average cost of sales per metric ton | Significantly reduced | -36.4% | Reduced by 36.4% | | Gross Profit/(Loss) | 2.5 (Gross Profit) | (8.1) (Gross Loss) | Turned to profit | | Loss attributable to owners of the company | (9.7) | (14.4) | Narrowed by 4.7 | | Adjusted Net Loss | (4.9) | (15.0) | Narrowed by 10.1 | | Adjusted EBITDA | 0.092 (Profit) | (13.0) (Loss) | Turned to profit | - The Group continued to destock, maintaining inventory levels similar to December 31, 2024, aiming to reduce inventory risk, improve cash flow, and enhance operational flexibility and efficiency[14](index=14&type=chunk)[15](index=15&type=chunk) [Future Outlook](index=9&type=section&id=Future%20Outlook) Management anticipates continued market challenges in the second half of 2025 but remains optimistic about future business, continuing to implement geographical optimization strategies and strict cost controls, while benefiting from medium-to-long-term growth opportunities driven by global carbon neutrality developments - Downstream steel manufacturing demand, global geopolitical tensions, and trade-related uncertainties (especially the impact of US tariffs) are expected to persist in the second half of 2025[19](index=19&type=chunk)[20](index=20&type=chunk) - Leveraging the advantage of dual production facilities in Italy and China, the Group will strategically optimize sales to selected regions to mitigate tariff impacts and will continue to implement this strategy[20](index=20&type=chunk) - Initial signs of market adjustment are emerging, with many production facilities closing or divesting, and improved competition is expected to stabilize consumer sentiment and profits in the medium to long term[20](index=20&type=chunk) - The Group remains optimistic about future business, continuing to pursue geographical optimization strategies, focusing on higher-priced markets, while maintaining strict cost control measures to seize medium-to-long-term growth opportunities driven by global carbon neutrality developments[21](index=21&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) The Group's financial performance significantly improved in the first half of 2025, with a turnaround to gross profit, substantial reductions in administrative expenses and finance costs, and narrowed loss attributable to owners of the company, with adjusted EBITDA turning to profit, reflecting the effectiveness of strategic adjustments and cost controls - The Group proactively implemented a geographical optimization strategy, shifting its sales focus to higher-priced markets such as North America and markets with stronger pricing potential, while avoiding loss-making orders[22](index=22&type=chunk) Comparison of Financial Data: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 23.8 | 32.1 | Reduced by 8.3 | | Cost of Sales | 21.3 | 40.2 | Reduced by 18.9 | | Gross Profit/(Loss) | 2.5 (Gross Profit) | (8.1) (Gross Loss) | Turned to profit | | Gross Profit Margin | 10.4% | (25.3%) | Improved by 35.7 percentage points | | Administrative Expenses | 3.6 | 5.8 | Reduced by 2.2 (37.4%) | | Finance Costs | 1.3 | 1.7 | Reduced by 0.4 | | Loss attributable to owners of the company | 9.7 | 14.4 | Reduced by 4.7 | - The significant reduction in cost of sales was primarily due to a strategic shift towards selling more cost-competitive graphite electrodes procured in China, as well as an optimized cost structure and reversal of inventory provisions[24](index=24&type=chunk) [Revenue](index=11&type=section&id=Revenue) Through geographical optimization, the Group shifted its sales focus to higher-priced markets, leading to a decrease in overall revenue but optimized profitability, despite a decline in total sales volume, with a significant increase in sales proportion in the Americas and China - The Group proactively implemented a geographical optimization strategy, shifting its sales focus to higher-priced regions such as North America and markets with stronger pricing potential, while avoiding loss-making orders[22](index=22&type=chunk) Comparison of Revenue and Sales Volume: H1 2025 vs. H1 2024 | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Total Sales Volume | 8,062 metric tons | 9,682 metric tons | Decreased by 16.8% | | Sales Proportion in Americas | Approx. 26.7% | Approx. 19.7% | Increased by 7 percentage points | | Sales Proportion in China | Approx. 43.5% | Approx. 29.3% | Increased by 14.2 percentage points | | Overall Revenue | Approx. 23.8 million USD | Approx. 32.1 million USD | Decreased by 25.8% | | Average Selling Price | Approx. 2,949 USD/metric ton | Approx. 3,316 USD/metric ton | Decreased by 11.1% | - Sales in China and the Americas increased by approximately **28.5%** and **4.0%** respectively, primarily due to a strategic redistribution of products from the EMEA market[23](index=23&type=chunk) [Cost of Sales](index=11&type=section&id=Cost%20of%20Sales) Cost of sales significantly decreased, primarily due to a strategic shift towards procuring more cost-competitive graphite electrodes from China, as well as an optimized cost structure and reversal of inventory provisions Comparison of Cost of Sales: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Cost of Sales | Approx. 21.3 | Approx. 40.2 | Reduced by approx. 18.9 | | Average Cost of Sales/metric ton | Approx. 2,641 USD | Approx. 4,154 USD | Reduced by approx. 1,513 USD | | Inventory Provision | Approx. 0.2 | Approx. 4.6 | Reduced by approx. 4.4 | - The reduction in cost of sales was primarily due to a strategic shift from selling less cost-competitive graphite electrodes produced in the Italian plant to selling more cost-competitive graphite electrodes procured in China[24](index=24&type=chunk) - An optimized cost structure and the recognition of an inventory provision of approximately **0.2 million USD** (compared to **4.6 million USD** in H1 2024) were also significant factors in the decrease in cost of sales[24](index=24&type=chunk) [Gross Profit/(Loss) and Gross Profit/(Loss) Margin](index=12&type=section&id=Gross%20Profit%E2%88%95%28Loss%29%20and%20Gross%20Profit%E2%88%95%28Loss%29%20Margin) The Group successfully turned a gross loss into a gross profit, with a significant improvement in gross profit margin, reflecting the effectiveness of its sales activities and cost optimization strategies Comparison of Gross Profit and Gross Profit Margin: H1 2025 vs. H1 2024 | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Gross Profit/(Loss) | Approx. 2.5 million USD (Gross Profit) | Approx. 8.1 million USD (Gross Loss) | Turned to profit | | Gross Profit Margin | 10.4% | (25.3%) | Improved by 35.7 percentage points | - The significant improvement in gross profit and gross profit margin reflects the effectiveness of the Group's strategic measures in sales activities and cost optimization[25](index=25&type=chunk) [Administrative Expenses](index=12&type=section&id=Administrative%20Expenses) Administrative expenses significantly decreased, primarily due to the implementation of cost optimization measures, leading to reductions in staff costs and legal and professional fees Comparison of Administrative Expenses: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Total Administrative Expenses | Approx. 3.6 | Approx. 5.8 | Reduced by approx. 2.2 (37.4%) | - The significant reduction in administrative expenses was primarily due to the Group's implementation of cost optimization measures, resulting in lower staff costs and legal and professional fees[26](index=26&type=chunk) [Finance Costs](index=12&type=section&id=Finance%20Costs) Finance costs decreased, mainly due to the repayment of certain bank and other borrowings Comparison of Finance Costs: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Total Finance Costs | Approx. 1.3 | Approx. 1.7 | Reduced by approx. 0.4 | - The decrease in finance costs was primarily due to the repayment of certain bank and other borrowings[27](index=27&type=chunk) [Loss for the Reporting Period](index=12&type=section&id=Loss%20for%20the%20Reporting%20Period) The loss attributable to owners of the company significantly narrowed, primarily benefiting from the turnaround to gross profit and effective control over administrative expenses Comparison of Loss Attributable to Owners of the Company: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the company | Approx. 9.7 | Approx. 14.4 | Reduced by approx. 4.7 | - The reduction in loss was primarily due to generating gross profit and the Group's implementation of cost optimization measures, leading to a significant decrease in administrative expenses from reduced staff costs, legal, and professional fees[28](index=28&type=chunk) [Non-HKFRS Financial Measures](index=13&type=section&id=Non-HKFRS%20Financial%20Measures) The Group provided non-HKFRS measures such as adjusted EBITDA and adjusted net loss to more clearly reflect operating performance, showing adjusted EBITDA turned to profit and adjusted net loss significantly narrowed - Adjusted EBITDA refers to earnings before interest, taxes, depreciation, and amortization, excluding non-cash unrealized exchange differences; adjusted net loss refers to the loss for the period attributable to owners of the company, also excluding non-cash unrealized exchange differences[29](index=29&type=chunk) Comparison of Non-HKFRS Financial Measures: H1 2025 vs. H1 2024 | Metric | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Loss before tax | (8,399) | (16,639) | Reduced by 8,240 | | EBITDA | (4,634) | (12,454) | Reduced by 7,820 | | Adjusted EBITDA | 92 (Profit) | (13,042) (Loss) | Turned to profit | | Loss for the period attributable to owners of the company | (9,664) | (14,368) | Reduced by 4,704 | | Adjusted Net Loss | (4,938) | (14,956) | Reduced by 10,018 | - The Board believes these non-HKFRS measures provide useful information to shareholders and potential investors to illustrate the Group's operating performance comparison across periods[29](index=29&type=chunk) [Cash Flow, Liquidity, Capital Resources and Capital Structure](index=15&type=section&id=Cash%20Flow%2C%20Liquidity%2C%20Capital%20Resources%20and%20Capital%20Structure) In the first half of 2025, the Group primarily met its capital requirements through operating activities, bank borrowings, and proceeds from listing, adopting a prudent financial management approach to ensure sufficient liquidity and maintain a healthy capital structure - In the first half of 2025, the Group primarily met its capital requirements through cash generated from operations, proceeds from bank and other borrowings, and proceeds from the listing of the company's shares[31](index=31&type=chunk) Comparison of Cash Flow: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | Approx. 4.5 | Approx. 5.4 | Reduced by 0.9 | | Net cash used in investing activities | Approx. 1.3 | Approx. 1.8 | Reduced by 0.5 | | Net cash used in financing activities | Approx. 4.9 | Approx. 10.9 | Reduced by 6.0 | Comparison of Liquidity and Capital Structure: June 30, 2025 vs. December 31, 2024 | Metric | June 30, 2025 (million USD) | December 31, 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | Approx. 8.5 | Approx. 9.9 | Reduced by 1.4 | | Total interest-bearing bank and other borrowings | Approx. 27.7 | Approx. 29.7 | Reduced by 2.0 | | Total equity | Approx. 104.4 | Approx. 105.8 | Reduced by 1.4 | | Total liabilities | Approx. 72.5 | Approx. 68.2 | Increased by 4.3 | [Gearing Ratio](index=16&type=section&id=Gearing%20Ratio) The Group's gearing ratio decreased, primarily due to the repayment of certain bank and other borrowings Change in Gearing Ratio | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | Approx. 26.5% | 28.1% | Reduced by 1.6 percentage points | - The decrease in the gearing ratio was due to the repayment of certain bank and other borrowings[33](index=33&type=chunk) [Foreign Exchange Risk](index=16&type=section&id=Foreign%20Exchange%20Risk) The Group faces transactional currency risk but did not enter into any forward foreign exchange contracts in the first half of 2025, with management continuously monitoring and considering appropriate hedging measures - The Group is exposed to transactional currency risk, primarily arising from operating units conducting sales or purchases in currencies other than their functional currency[34](index=34&type=chunk) - In the first half of 2025, the Group did not enter into any forward foreign exchange contracts and does not intend to seek to hedge against foreign exchange fluctuation risks[34](index=34&type=chunk) - Management continuously monitors economic conditions and foreign exchange risk exposure and will consider appropriate hedging measures when deemed suitable in the future[34](index=34&type=chunk) [Capital Expenditure](index=16&type=section&id=Capital%20Expenditure) The Group's capital expenditure in the first half of 2025 was approximately 2.3 million USD, primarily for the acquisition of property, plant, and equipment to expand operations Capital Expenditure in H1 2025 | Metric | Amount (million USD) | | :--- | :--- | | Capital Expenditure | Approx. 2.3 | - Capital expenditure primarily included expenses for the acquisition of property, plant, and equipment for operational expansion[35](index=35&type=chunk) [Contingent Liabilities](index=16&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[36](index=36&type=chunk) [Pledge of Assets](index=16&type=section&id=Pledge%20of%20Assets) Certain of the Group's property, plant, and equipment, trade receivables, industrial leasehold land, and pledged bank deposits have been pledged to independent third parties Carrying Value of Pledged Assets: June 30, 2025 | Asset Category | June 30, 2025 (million USD) | December 31, 2024 (million USD) | | :--- | :--- | :--- | | Property, plant and equipment | Approx. 20.7 | Approx. 21.0 | | Trade receivables | Approx. 0.7 | Approx. 3.7 | | Industrial leasehold land | Approx. 3.6 | Approx. 3.6 | | Pledged bank deposits | Approx. 5.3 | Approx. 6.4 | - The aforementioned assets have been pledged to independent third parties as security for borrowings[37](index=37&type=chunk) [Significant Acquisitions or Disposals of Subsidiaries, Associates and Joint Ventures](index=17&type=section&id=Significant%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) The Group acquired Taigu assets in 2023, but the seller illegally occupied the assets in 2024 and demanded rescission of the agreement, prompting the company to initiate arbitration proceedings to recover the assets and claim damages - On July 6, 2023, the company entered into an asset purchase agreement to acquire Taigu assets (including buildings, production facilities, and intangible assets) for approximately **RMB 80.5 million**, with the acquisition completed in August 2023[38](index=38&type=chunk) - Around March 2024, the seller illegally occupied the Taigu assets citing force majeure and demanded rescission of the agreement, which the company's Chinese legal counsel deemed groundless[38](index=38&type=chunk) - The company filed an arbitration application with the Shanghai International Arbitration Center in December 2024, seeking the return of assets and compensation for losses from the seller, with the arbitration hearing held in September 2025[38](index=38&type=chunk) [Significant Investments](index=17&type=section&id=Significant%20Investments) As of June 30, 2025, the Group had no significant investments exceeding 5% of its total assets - As of June 30, 2025, the Group had no significant investments exceeding **5%** of its total assets[40](index=40&type=chunk) [Other Information](index=18&type=section&id=Other%20Information) This section covers various non-financial disclosures, including directors' and substantial shareholders' interests, share option schemes, corporate governance, post-reporting period events, and human resources [Directors' and Chief Executive's Interests in Shares, Underlying Shares and Debentures](index=18&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, Mr. Hou Haolong and Mr. Peter Brendon Wyllie held interests in the company's shares, while other directors and the chief executive had no disclosable interests Directors' and Chief Executive's Share Interests: June 30, 2025 | Director's Name | Capacity and Nature of Interest | Number of Shares | Percentage | | :--- | :--- | :--- | :--- | | Mr. Hou Haolong | Founder of discretionary trust | 109,212,000 | 9.58% | | Mr. Peter Brendon Wyllie | Beneficial owner | 112,000 | 0.01% | - Mr. Hou Haolong is deemed to have an interest in the shares held by Otautahi Capital Inc., which is controlled by a discretionary trust of which he is one of the beneficiaries[42](index=42&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=19&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, Otautahi Capital Inc. and its associated entities were substantial shareholders of the company, holding a **9.58%** interest in the shares Substantial Shareholders' Share Interests: June 30, 2025 | Shareholder's Name | Capacity and Nature of Interest | Number of Shares | Percentage of Interest | | :--- | :--- | :--- | :--- | | Otautahi Capital Inc. | Beneficial owner | 109,212,000 | 9.58% | | Otautahi Holdings Limited | Interest in controlled corporation | 109,212,000 | 9.58% | | Otautahi Enterprises Trust Company Limited | Trustee | 109,212,000 | 9.58% | - Otautahi Capital Inc., Otautahi Holdings Limited, and Otautahi Enterprises Trust Company Limited are deemed to have interests in the same shares due to their associated relationships[43](index=43&type=chunk) [Share Option Scheme](index=20&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in 2022 with a ten-year validity, but no share options have been granted as of the end of the reporting period, with a scheme mandate limit of **100,000,000 shares** - The company adopted a share option scheme on December 19, 2022, valid until December 18, 2032[44](index=44&type=chunk) - No share options have been granted under the share option scheme since its adoption[44](index=44&type=chunk) - At the beginning and end of the reporting period, the number of share options that could be granted under the scheme mandate limit was **100,000,000 shares**[44](index=44&type=chunk) [Directors' Interests in Competing Businesses](index=20&type=section&id=Directors'%20Interests%20in%20Competing%20Businesses) In the first half of 2025, no directors or directors of the company's subsidiaries or their respective associates had any interests in any business that competes with the Group's business - In the first half of 2025, no directors or directors of the company's subsidiaries or their respective associates had any interests in any business that directly or indirectly competes or may compete with the business of the company and its subsidiaries[45](index=45&type=chunk) [Events After the Reporting Period](index=20&type=section&id=Events%20After%20the%20Reporting%20Period) After the reporting period, the company successfully completed a rights issue, raising net proceeds of approximately **HKD 43.9 million**, and changed the board lot size for trading on the Stock Exchange - On July 7, 2025, the company announced a proposed rights issue to allot a maximum of **570,000,000 rights shares** at a subscription price of **HKD 0.08 per share** on the basis of one rights share for every two existing shares held, raising gross proceeds of up to approximately **5.809 million USD** (equivalent to **HKD 45.6 million**)[46](index=46&type=chunk) - The rights issue was fully subscribed, with **570,000,000 rights shares** to be allotted and issued, and net proceeds (after deducting expenses) of approximately **HKD 43.9 million**[46](index=46&type=chunk) - The board lot size for trading on the Stock Exchange was changed from **2,000 shares** to **20,000 shares**, effective from July 29, 2025[47](index=47&type=chunk) [Use of Proceeds from Listing](index=21&type=section&id=Use%20of%20Proceeds%20from%20Listing) The company's net proceeds from listing were approximately **HKD 186.7 million**, and as of June 30, 2025, most funds have been utilized according to the prospectus and subsequent changes, with remaining funds planned for plant upgrades and graphite anode material business development - The net proceeds from the global offering were approximately **HKD 186.7 million**, which have been utilized according to the prospectus and subsequent changes[48](index=48&type=chunk) Use and Application of Listing Proceeds: June 30, 2025 | Purpose | Disclosed in Prospectus (million HKD) | Revised Net Proceeds (million HKD) | Utilized as of Jan 1, 2025 (million HKD) | Utilized in H1 2025 (million HKD) | Unutilized as of June 30, 2025 (million HKD) | Expected Full Utilization Timeline | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Payment for Taigu assets acquisition | 65.0 | 44.2 | (44.2) | – | – | – | | Upgrade of plant production system | 103.0 | 83.0 | (38.3) | (2.5) | 42.2 | H2 2026 | | Development and expansion of graphite anode material business | – | 15.0 | (4.5) | (7.2) | 3.3 | H1 2026 | | Working capital and general corporate purposes | 18.7 | 18.7 | (18.7) | – | – | – | | Payment for graphite electrode business operating costs | – | 25.8 | (25.8) | – | – | – | | **Total** | **186.7** | **186.7** | **(131.5)** | **(9.7)** | **45.5** | – | - As of June 30, 2025, **HKD 45.5 million** of net proceeds remained unutilized, primarily allocated for plant upgrades and the development of the graphite anode material business[49](index=49&type=chunk) [Human Resources and Remuneration Policy](index=22&type=section&id=Human%20Resources%20and%20Remuneration%20Policy) The Group's employee count and staff costs decreased, with remuneration policy determined by market trends, future plans, and individual performance, offering various employee benefits Comparison of Human Resources Data: H1 2025 vs. H1 2024 | Metric | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 154 employees | 207 employees | Reduced by 53 employees | | Staff Costs (million USD) | Approx. 3.3 | Approx. 5.1 | Reduced by 1.8 | - The Group's remuneration policy is determined based on market trends, future plans, and individual performance[50](index=50&type=chunk) - The Group also provides other employee benefits such as mandatory provident funds, national social welfare schemes, and a share option scheme[50](index=50&type=chunk) [Interim Dividend](index=23&type=section&id=Interim%20Dividend) The Board did not declare any interim dividends for the first half of 2025 or 2024 - The Board did not declare any interim dividends for the first half of 2025 and 2024[51](index=51&type=chunk) [Corporate Governance Code](index=23&type=section&id=Corporate%20Governance%20Code) The company complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the reporting period - The company's corporate governance practices are based on the principles and code provisions set out in the Corporate Governance Code, and it complied with the relevant code provisions throughout the reporting period[52](index=52&type=chunk) [Standard Securities Dealing Code for Directors of Listed Issuers](index=23&type=section&id=Standard%20Securities%20Dealing%20Code%20for%20Directors%20of%20Listed%20Issuers) The company adopted the Standard Code as the code of conduct for directors' securities transactions, and all directors confirmed compliance with it during the reporting period - The company has adopted the Standard Code as the code of conduct for directors' securities transactions[53](index=53&type=chunk) - Following specific inquiries to all directors, each director confirmed compliance with the Standard Code throughout the reporting period[53](index=53&type=chunk) [Changes in Directors' Biographical Details](index=23&type=section&id=Changes%20in%20Directors'%20Biographical%20Details) After the reporting period, there were changes in the positions of independent non-executive directors Mr. Wei Mingde and Mr. Cheng Tai Kwan - Independent non-executive director Mr. Wei Mingde was appointed as an external director of China Merchants Group Limited in June 2025 and resigned as an external director of China COSCO Shipping Corporation Limited[55](index=55&type=chunk) - Independent non-executive director Mr. Cheng Tai Kwan resigned as an independent non-executive director of Hualian International (Holdings) Company Limited in September 2024[55](index=55&type=chunk) [Audit Committee](index=24&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, reviewed this interim report and the unaudited condensed consolidated interim financial statements, confirming their completeness, accuracy, and compliance with Listing Rules - The Audit Committee comprises three independent non-executive directors: Mr. Cheng Tai Kwan (Chairman), Ms. Chan Chu Man, and Mr. Wei Mingde[56](index=56&type=chunk) - The Audit Committee discussed with management and external auditors and reviewed this interim report and the Group's unaudited condensed consolidated interim financial statements for the first half of 2025[56](index=56&type=chunk) - The Audit Committee confirmed that this interim report is complete, accurate, and complies with the Listing Rules[56](index=56&type=chunk) [Review of Unaudited Condensed Consolidated Interim Financial Information](index=24&type=section&id=Review%20of%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) The company's auditor, Deloitte Touche Tohmatsu, reviewed and agreed to the unaudited condensed consolidated interim financial information for the first half of 2025 in accordance with Hong Kong Standard on Review Engagements 2410 - The company's auditor, Deloitte Touche Tohmatsu, reviewed and agreed to the unaudited condensed consolidated interim financial information for the first half of 2025 in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'[57](index=57&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=24&type=section&id=Purchase%2C%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[58](index=58&type=chunk) [Review Report on Condensed Consolidated Financial Statements](index=25&type=section&id=Review%20Report%20on%20Condensed%20Consolidated%20Financial%20Statements) This section presents the independent auditor's review report on the condensed consolidated financial statements, outlining the scope of their review and their conclusion regarding the financial statements' preparation [Review Conclusion](index=25&type=section&id=Review%20Conclusion) Deloitte Touche Tohmatsu reviewed Sanergy Group Limited's condensed consolidated financial statements and found no matters leading them to believe that the statements were not prepared in all material respects in accordance with Hong Kong Accounting Standard 34 - Deloitte Touche Tohmatsu reviewed the Group's condensed consolidated financial statements in accordance with Hong Kong Standard on Review Engagements 2410[59](index=59&type=chunk)[60](index=60&type=chunk) - The scope of a review is substantially less than that of an audit, thus no audit opinion is expressed, but no matters were identified that lead them to believe the condensed consolidated financial statements were not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[60](index=60&type=chunk)[61](index=61&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=27&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This section presents the Group's financial performance for the reporting period, detailing revenue, costs, gross profit, other income and expenses, and the resulting profit or loss and comprehensive income [Profit or Loss Performance](index=27&type=section&id=Profit%20or%20Loss%20Performance) The Group achieved a gross profit of **2.5 million USD** in the first half of 2025, reversing the gross loss of the prior year, but recorded a loss for the period of **9.7 million USD**, narrowed from the prior year, primarily due to other gains and losses (mainly foreign exchange differences) Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income: H1 2025 vs. H1 2024 | Metric | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 23,776 | 32,101 | Reduced by 8,325 | | Cost of sales | (21,293) | (40,215) | Reduced by 18,922 | | Gross profit (loss) | 2,483 | (8,114) | Turned to profit | | Other gains and losses | (4,979) | 721 | Reduced by 5,700 | | Loss before tax | (8,399) | (16,639) | Reduced by 8,240 | | Loss for the period attributable to owners of the company | (9,664) | (14,368) | Reduced by 4,704 | | Exchange differences on translation of overseas operations | 8,322 | (2,595) | Increased by 10,917 | | Total comprehensive expense for the period attributable to owners of the company | (1,342) | (16,963) | Reduced by 15,621 | | Basic loss per share | (0.7) US cents | (1.3) US cents | Reduced by 0.6 US cents | - Other gains and losses included a net foreign exchange difference loss of approximately **4.8 million USD**, negatively impacting the loss for the current period[63](index=63&type=chunk) - Other comprehensive income for the period primarily stemmed from exchange differences on the translation of overseas operations, turning from an expense in the prior year to income, significantly improving the total comprehensive expense[64](index=64&type=chunk) [Condensed Consolidated Statement of Financial Position](index=29&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section presents a snapshot of the Group's financial health at the end of the reporting period, detailing its assets, liabilities, and equity [Asset and Liability Structure](index=29&type=section&id=Asset%20and%20Liability%20Structure) As of June 30, 2025, the Group's non-current assets slightly increased, net current assets decreased, and total equity slightly reduced, but the capital structure remained stable Summary of Condensed Consolidated Statement of Financial Position: June 30, 2025 vs. December 31, 2024 | Metric | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 111,609 | 107,466 | Increased by 4,143 | | Current assets | 65,308 | 66,503 | Reduced by 1,195 | | Current liabilities | 59,936 | 55,584 | Increased by 4,352 | | Net current assets | 5,372 | 10,919 | Reduced by 5,547 | | Non-current liabilities | 12,572 | 12,634 | Reduced by 62 | | Net assets | 104,409 | 105,751 | Reduced by 1,342 | | Total equity | 104,409 | 105,751 | Reduced by 1,342 | - The increase in non-current assets was primarily reflected in the growth of property, plant, and equipment[65](index=65&type=chunk) - The increase in current liabilities primarily stemmed from the growth in trade payables and bills payable[65](index=65&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=31&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section details the movements in the Group's equity components over the reporting period, including profit or loss, other comprehensive income, and transactions with owners [Analysis of Changes in Equity](index=31&type=section&id=Analysis%20of%20Changes%20in%20Equity) The Group's total equity slightly decreased in the first half of 2025, primarily due to the loss for the period, but partially offset by positive changes in the foreign exchange fluctuation reserve Summary of Changes in Equity: H1 2025 vs. H1 2024 | Metric | January 1, 2025 (thousand USD) | June 30, 2025 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Total equity | 105,751 | 104,409 | Reduced by 1,342 | | Loss for the period | – | (9,664) | Reduced by 9,664 | | Exchange differences on translation of overseas operations | – | 8,322 | Increased by 8,322 | | Total comprehensive income (expense) for the period | – | (1,342) | Reduced by 1,342 | - Despite recording a loss for the period, the foreign exchange fluctuation reserve turned from negative to positive, positively impacting total equity[67](index=67&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=32&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section provides an overview of the Group's cash inflows and outflows from operating, investing, and financing activities, highlighting changes in its cash and cash equivalents [Cash Flow Analysis](index=32&type=section&id=Cash%20Flow%20Analysis) In the first half of 2025, the Group experienced a decrease in net cash inflow from operating activities, a decrease in net cash outflow from investing activities, and a significant decrease in net cash outflow from financing activities, resulting in a reduction in cash and cash equivalents at period-end Summary of Condensed Consolidated Statement of Cash Flows: H1 2025 vs. H1 2024 | Metric | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 4,468 | 5,423 | Reduced by 955 | | Net cash used in investing activities | (1,265) | (1,792) | Reduced by 527 | | Net cash used in financing activities | (4,863) | (10,930) | Reduced by 6,067 | | Net decrease in cash and cash equivalents | (1,660) | (7,299) | Reduced by 5,639 | | Cash and cash equivalents at end of period | 8,498 | 22,279 | Reduced by 13,781 | - The decrease in net cash generated from operating activities was partly due to an increase in inventories and an increase in prepayments, deposits, and other receivables[69](index=69&type=chunk) - The significant decrease in net cash used in financing activities was primarily due to a reduction in new borrowings and a reduction in repayment of borrowings[71](index=71&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=33&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes supporting the condensed consolidated financial statements, covering accounting policies, segment information, revenue, expenses, and other financial disclosures [1. General Information and Basis of Preparation](index=34&type=section&id=1.%20General%20Information%20and%20Basis%20of%20Preparation) This note outlines Sanergy Group Limited's basic information, principal business, functional currency, and the basis of preparation for the condensed consolidated financial statements, emphasizing the Board's assessment of its going concern ability - The company is a limited company incorporated in the Cayman Islands, with its shares listed on the Main Board of the Stock Exchange on January 17, 2023[72](index=72&type=chunk) - The condensed consolidated financial statements are presented in **USD**, which is also the company's functional currency, and its principal business is the manufacture and sale of graphite electrodes[73](index=73&type=chunk) - The Group recorded a loss of **9,664,000 USD** in the first half of 2025, with interest-bearing bank and other borrowings totaling **27,657,000 USD**, of which **4,848,000 USD** is undergoing restructuring[73](index=73&type=chunk) - The Board is satisfied that the Group will have sufficient internally generated financial resources and available credit facilities to meet its future financial obligations and continues to adopt the going concern basis of accounting[74](index=74&type=chunk) [2. Significant Accounting Policies](index=35&type=section&id=2.%20Significant%20Accounting%20Policies) The condensed consolidated financial statements are prepared under the historical cost convention, with accounting policies and calculation methods consistent with the prior year's consolidated financial statements, and current period HKFRS amendments having no material impact on financial position or performance - The condensed consolidated financial statements have been prepared on the historical cost convention, except for certain property, plant and equipment and financial instruments which are measured at revalued amounts or fair value[75](index=75&type=chunk) - The accounting policies and methods of computation used in the preparation of the condensed consolidated financial statements for the six months ended June 30, 2025, are the same as those presented in the Group's annual consolidated financial statements for the year ended December 31, 2024[75](index=75&type=chunk) - The amendments to Hong Kong Financial Reporting Standards adopted in this interim period had no impact on the Group's financial position and performance for this period and prior periods and/or the disclosures contained in these condensed consolidated financial statements[76](index=76&type=chunk) [3. Operating Segment Information](index=36&type=section&id=3.%20Operating%20Segment%20Information) The Group is primarily engaged in the manufacture and sale of graphite electrodes and is considered a single operating segment, thus no operating segment information is presented, but geographical information by customer location and asset location is provided - The Group is primarily engaged in the manufacture and sale of graphite electrodes, and the chief operating decision-maker views the Group's operating results as a whole, thus no operating segment information is presented[77](index=77&type=chunk) Revenue from External Customers by Geographical Location: H1 2025 vs. H1 2024 | Region | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Americas | 8,820 | 8,479 | Increased by 341 | | Europe, Middle East and Africa (EMEA) | 8,035 | 18,162 | Reduced by 10,127 | | People's Republic of China (China) | 6,921 | 5,385 | Increased by 1,536 | | Asia Pacific (excluding China) | – | 75 | Reduced by 75 | | **Total** | **23,776** | **32,101** | **Reduced by 8,325** | Non-current Assets by Geographical Location: June 30, 2025 vs. December 31, 2024 | Region | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Americas | 108 | 165 | Reduced by 57 | | EMEA | 51,027 | 44,596 | Increased by 6,431 | | China | 56,753 | 57,329 | Reduced by 576 | | Asia Pacific (excluding China) | 522 | 633 | Reduced by 111 | | **Total** | **108,410** | **102,723** | **Increased by 5,687** | [4. Revenue and Other Income](index=37&type=section&id=4.%20Revenue%20and%20Other%20Income) The Group's revenue primarily derives from the sale of graphite electrodes, recognized upon goods delivery, while other income includes bank interest income, government grants, and other miscellaneous income Comparison of Revenue: H1 2025 vs. H1 2024 | Revenue Source | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Sale of graphite electrodes | 23,776 | 32,101 | Reduced by 8,325 | - Revenue from the sale of graphite electrodes is recognized at the point in time when control of the asset is transferred to the customer, generally upon delivery of the goods[81](index=81&type=chunk) Comparison of Other Income: H1 2025 vs. H1 2024 | Other Income Source | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Bank interest income | 120 | 134 | Reduced by 14 | | Government grants | 39 | 121 | Reduced by 82 | | Others | 174 | 48 | Increased by 126 | | **Total** | **333** | **303** | **Increased by 30** | [5. Other Gains and Losses](index=39&type=section&id=5.%20Other%20Gains%20and%20Losses) The Group recorded a net other gains and losses of **4.979 million USD** loss in the first half of 2025, primarily impacted by a negative net foreign exchange difference, partially offset by the reversal of legal expense provisions Comparison of Other Gains and Losses: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Loss on disposal of property, plant and equipment | – | (6) | Reduced by 6 | | Net (loss) gain on sales of other carbon products | (1,343) | 550 | Reduced by 1,893 | | Reversal of provision for legal expenses | 1,149 | – | Increased by 1,149 | | Net foreign exchange differences | (4,785) | 177 | Reduced by 4,962 | | **Total** | **(4,979)** | **721** | **Reduced by 5,700** | - Net foreign exchange differences turned from a gain of **177 thousand USD** in the first half of 2024 to a loss of **4,785 thousand USD** in the first half of 2025, being the main negative factor for other gains and losses in the current period[85](index=85&type=chunk) - The reversal of provision for legal expenses of **1,149 thousand USD** in the current period had a positive impact on other gains and losses[85](index=85&type=chunk) [6. Loss Before Tax](index=39&type=section&id=6.%20Loss%20Before%20Tax) The Group's loss before tax significantly narrowed in the first half of 2025, primarily due to substantial reductions in cost of inventories sold and net write-down of inventories, as well as effective control over employee benefit expenses Comparison of Components of Loss Before Tax: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Cost of inventories sold | 21,125 | 35,660 | Reduced by 14,535 | | Net write-down of inventories | 168 | 4,555 | Reduced by 4,387 | | Depreciation of property, plant and equipment | 1,903 | 2,023 | Reduced by 120 | | Depreciation of right-of-use assets | 390 | 286 | Increased by 104 | | Amortization of intangible assets | 150 | 143 | Increased by 7 | | Total employee benefit expenses | 2,163 | 3,079 | Reduced by 916 | - The significant reduction in cost of inventories sold and net write-down of inventories were the primary reasons for the narrowed loss before tax, both of which are included in cost of sales[87](index=87&type=chunk)[88](index=88&type=chunk) - Total employee benefit expenses (including directors' emoluments, wages, and salaries) decreased, reflecting the effectiveness of cost control measures[87](index=87&type=chunk) [7. Income Tax (Expense) Credit](index=40&type=section&id=7.%20Income%20Tax%20%28Expense%29%20Credit) The Group is subject to different income tax rates across various jurisdictions and recorded an income tax expense in the first half of 2025, primarily due to an increase in deferred tax expense, compared to a credit in the prior year - The Group is not subject to any income tax in the Cayman Islands and the British Virgin Islands[89](index=89&type=chunk) - Hong Kong profits tax rate is **16.5%**, with some subsidiaries applying a two-tiered profits tax system (first **HKD 2,000,000** taxed at **8.25%**)[89](index=89&type=chunk) - The US federal corporate income tax rate is up to **21%**, mainland China subsidiaries' corporate income tax rate is **25%** (some enjoy a **15%** preferential rate), and Italian subsidiaries' corporate income tax rate is **24%** plus a regional production activity tax of **3.9%**[89](index=89&type=chunk)[90](index=90&type=chunk) Comparison of Income Tax (Expense) Credit: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Current Hong Kong expense for the period | 10 | 8 | Increased by 2 | | Current – Other places expense for the period | 422 | 121 | Increased by 301 | | Over-provision in prior years | (866) | – | Reduced by 866 | | Deferred tax expense (credit) | 1,699 | (2,400) | Increased by 4,099 | | **Income tax expense (credit) for the period** | **1,265** | **(2,271)** | **Increased by 3,536** | [8. Dividends](index=41&type=section&id=8.%20Dividends) The company did not declare any dividends to its shareholders for the six months ended June 30, 2025, and 2024 - The company did not declare any dividends to its shareholders for the six months ended June 30, 2025, and 2024[93](index=93&type=chunk) [9. Loss Per Share Attributable to Ordinary Equity Holders of the Company](index=42&type=section&id=9.%20Loss%20Per%20Share%20Attributable%20to%20Ordinary%20Equity%20Holders%20of%20the%20Company) The Group's basic and diluted loss per share for the first half of 2025 was **0.7 US cents**, narrowed from **1.3 US cents** in the prior year, with calculations adjusted for the impact of the rights issue Comparison of Loss Per Share: H1 2025 vs. H1 2024 | Metric | H1 2025 | H1 2024 (restated) | Change | | :--- | :--- | :--- | :--- | | Basic loss per share | (0.7) US cents | (1.3) US cents | Reduced by 0.6 US cents | | Diluted loss per share | (0.7) US cents | (1.3) US cents | Reduced by 0.6 US cents | - The weighted average number of ordinary shares used to calculate basic loss per share for both periods has been adjusted to reflect the rights issue, thus the basic loss per share for the first half of 2024 has been restated[97](index=97&type=chunk) - No assumption was made for the issue of **10,000,000 shares** in calculating diluted loss per share, as their assumed exercise would result in a decrease in loss per share[98](index=98&type=chunk) [10. Property, Plant and Equipment / Right-of-Use Assets](index=43&type=section&id=10.%20Property%2C%20Plant%20and%20Equipment%20%E2%88%95%20Right-of-Use%20Assets) The Group incurred capital expenditure of approximately **2.255 million USD** on property, plant, and equipment in the first half of 2025, with some land, buildings, and machinery pledged to third parties Comparison of Capital Expenditure on Property, Plant and Equipment: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Total expenditure on property, plant and equipment | Approx. 2,255 | Approx. 878 | Increased by 1,377 | - The directors of the company believe that the carrying amounts of property, plant and equipment accounted for at revalued amounts are approximate to their respective estimated fair values at the end of this interim period, and thus no revaluation surplus or deficit was recognized in this interim period[99](index=99&type=chunk) - As of June 30, 2025, certain land and buildings, property and machinery, and industrial leasehold land were pledged to independent third parties as security for interest-bearing bank and other borrowings[100](index=100&type=chunk) [11. Interests in Associates](index=44&type=section&id=11.%20Interests%20in%20Associates) The Group holds a **28.3%** equity interest in Hubei Hairong Technology Co., Ltd., over which it exercises significant influence, and also possesses a share acquisition right classified as a financial asset at fair value through profit or loss Comparison of Interests in Associates: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Cost of investment in an associate | 6,913 | 6,913 | – | | Share of post-acquisition loss and other comprehensive expense | (1,005) | (875) | Increased by 130 | | Exchange differences arising on translation | (72) | (41) | Increased by 31 | | **Total** | **5,836** | **5,997** | **Reduced by 161** | - The Group invested **RMB 40,000,000** in Hubei Hairong Technology Co., Ltd. and holds a **28.3%** equity interest, deemed to have significant influence over it[101](index=101&type=chunk) - The Group holds a share acquisition right to purchase a **51%** equity interest in a Hong Kong-registered investment holding company that holds a **52.5%** equity interest in Hubei Hairong, with this acquisition right classified as a financial asset at fair value through profit or loss[102](index=102&type=chunk) [12. Trade Receivables](index=46&type=section&id=12.%20Trade%20Receivables) The Group's total trade receivables decreased, with credit terms generally **30 to 60 days**, and strict credit controls in place, while some receivables are pledged Comparison of Trade Receivables: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Trade receivables at amortized cost | 9,528 | 10,617 | Reduced by 1,089 | | Impairment loss | (198) | (390) | Reduced by 192 | | **Total** | **9,330** | **10,227** | **Reduced by 897** | - The Group's trade terms with customers are primarily credit-based, with credit periods generally **30 to 60 days** from delivery, and a credit control department in place to minimize credit risk[103](index=103&type=chunk) - As of June 30, 2025, certain trade receivables of approximately **653,000 USD** (December 31, 2024: **3,726,000 USD**) were pledged to third parties[104](index=104&type=chunk) Aging Analysis of Trade Receivables (net of loss allowance): June 30, 2025 vs. December 31, 2024 | Aging | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Not yet due | 8,426 | 7,608 | Increased by 818 | | Within 1 month | 655 | 993 | Reduced by 338 | | 1 to 3 months | 240 | 982 | Reduced by 742 | | Over 3 months | 9 | 644 | Reduced by 635 | | **Total** | **9,330** | **10,227** | **Reduced by 897** | [13. Trade Payables and Bills Payable](index=47&type=section&id=13.%20Trade%20Payables%20and%20Bills%20Payable) The Group's total trade payables and bills payable increased, with bills payable secured by pledged bank deposits and typically settled within **28 to 120 days** Comparison of Trade Payables and Bills Payable: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 7,701 | 6,391 | Increased by 1,310 | | Bills payable | 4,306 | 1,218 | Increased by 3,088 | | **Total** | **12,007** | **7,609** | **Increased by 4,398** | - Bills payable involve the Group issuing notes to relevant suppliers to settle trade payables, secured by pledged bank deposits[107](index=107&type=chunk) Aging Analysis of Trade Payables and Bills Payable: June 30, 2025 vs. December 31, 2024 | Aging | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Not yet due | 7,775 | 5,363 | Increased by 2,412 | | Within 1 month | 927 | 494 | Increased by 433 | | 1 to 3 months | 1,046 | 1,048 | Reduced by 2 | | Over 3 months | 2,259 | 704 | Increased by 1,555 | | **Total** | **12,007** | **7,609** | **Increased by 4,398** | [14. Lease Liabilities](index=48&type=section&id=14.%20Lease%20Liabilities) The Group's lease liabilities incurred interest expenses of **60,000 USD** and repayments of approximately **268,000 USD** in the first half of 2025 Comparison of Lease Liabilities Related Data: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Interest expense | Approx. 60 | Approx. 60 | – | | Repayment amount | Approx. 268 | Approx. 165 | Increased by 103 | [15. Interest-Bearing Bank and Other Borrowings](index=48&type=section&id=15.%20Interest-Bearing%20Bank%20and%20Other%20Borrowings) The Group saw reduced new borrowings and repayments in the first half of 2025, with some bank borrowings matured and undergoing restructuring, and the Board is confident in the restructuring outcome and alternative financing sources Comparison of Interest-Bearing Bank and Other Borrowings Activities: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | New borrowings | Approx. 1,621 | Approx. 3,789 | Reduced by 2,168 | | Repayment of borrowings | Approx. 6,216 | Approx. 14,554 | Reduced by 8,338 | - The Group obtained borrowings at market annual interest rates ranging from **3% to 3.4%** during the period[109](index=109&type=chunk) - As of June 30, 2025, bank borrowings with a carrying amount of **4,848,000 USD** had matured and were undergoing restructuring with the relevant banks, and the Board believes the process will ultimately yield satisfactory results and that sufficient alternative financing sources are available[109](index=109&type=chunk) [16. Deferred Taxation](index=51&type=section&id=16.%20Deferred%20Taxation) The Group's total deferred tax liabilities increased, and total deferred tax assets decreased, with some tax losses recognized as deferred tax assets, but a significant portion of tax losses remains unrecognized Changes in Total Deferred Tax Liabilities: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Total deferred tax liabilities | 13,918 | 13,250 | Increased by 668 | Changes in Total Deferred Tax Assets: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Total deferred tax assets | 9,669 | 11,502 | Reduced by 1,833 | - As of June 30, 2025, tax losses generated by the Group totaling **22,942,000 USD** have been recognized as deferred tax assets, available to offset taxable profits generated indefinitely or within the next five to ten years[112](index=112&type=chunk) - Due to the unpredictability of future profit streams, no deferred tax assets have been recognized for the remaining tax losses of **50,197,000 USD**[112](index=112&type=chunk) Expiry Dates of Unrecognized Tax Losses: June 30, 2025 vs. December 31, 2024 | Expiry Date | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | | :--- | :--- | :--- | | 2026 | 7,625 | – | | 2027 | 28,443 | 28,443 | | 2028 | 11,566 | – | | 2029 | 1,594 | 1,594 | | 2030 | 849 | – | | **Total** | **50,077** | **30,037** | - The Group has not recognized any deferred tax for the withholding tax payable on unremitted earnings of subsidiaries established in mainland China and Italy, as the directors believe it is unlikely that these earnings will be distributed in the foreseeable future[114](index=114&type=chunk) [17. Share Capital](index=53&type=section&id=17.%20Share%20Capital) The company's authorized share capital is **50,000,000 USD**, with issued and fully paid share capital of **11,400,000 USD**, primarily increased through two placing activities in 2024 Composition of Share Capital: June 30, 2025 vs. December 31, 2024 | Item | Number of Shares | Share Capital (thousand USD) | | :--- | :--- | :--- | | Authorized share capital (ordinary shares of **0.01 USD** par value each) | 5,000,000,000 | 50,000 | | Issued and fully paid share capital (January 1, 2024) | 1,010,000,000 | 10,100 | | Placing of **50,000,000** ordinary shares | 50,000,000 | 500 | | Placing of **80,000,000** ordinary shares | 80,000,000 | 800 | | **Issued and fully paid share capital (June 30, 2025)** | **1,140,000,000** | **11,400** | - On September 20, 2024, the company completed the placing of **50,000,000 shares**, increasing share capital and share premium by **500,000 USD** and **1,584,000 USD** respectively[115](index=115&type=chunk) - On September 30, 2024, the company completed the placing of **80,000,000 shares**, increasing share capital and share premium by **800,000 USD** and **3,211,000 USD** respectively[116](index=116&type=chunk) [18. Pledge of Assets](index=53&type=section&id=18.%20Pledge%20of%20Assets) As of June 30, 2025, certain of the Group's property, plant, and equipment, trade receivables, industrial leasehold land, and pledged bank deposits have been pledged to independent third parties as security for bills payable, interest-bearing bank, and other borrowings Carrying Value of Pledged Assets: June 30, 2025 vs. December 31, 2024 | Asset Category | June 30, 2025 (million USD) | December 31, 2024 (million USD) | | :--- | :--- | :--- | | Property, plant and equipment | Approx. 20.7 | Approx. 21.0 | | Trade receivables | Approx. 0.7 | Approx. 3.7 | | Industrial leasehold land | Approx. 3.6 | Approx. 3.6 | | Pledged bank deposits | Approx. 5.3 | Approx. 6.4 | - The aforementioned assets have been pledged to independent third parties to secure bills payable, interest-bearing bank, and other borrowings[117](index=117&type=chunk) [19. C

誼礫控股有限公司 誼礫控股有限公司 佟ᶻᶡ唝 : 76 佟ᶻᶡ唝 : 76 2025 中期報告 目錄 PB 誼礫控股有限公司 • 中期報告二零二五年 誼礫控股有限公司 • 中期報告二零二五年 2 誼礫控股有限公司（「本公司」）之董事會（「董事會」）欣然提呈，本公司及其附屬公司（「本集 團」）截至二零二五年六月三十日止六個月之未經審核簡明綜合中期業績連同上一期間之比較數 字如下： 簡明綜合損益表 截至二零二五年六月三十日止六個月 | | | 截至以下日期止六個月 | | | --- | --- | --- | --- | | | | 二零二五年 | 二零二四年 | | | | 六月三十日 | 六月三十日 | | | | 未經審核 | 未經審核 | | | 附註 | 千美元 | 千美元 | | 收益 | 3 | 63,109 | 65,821 | | 銷售成本 | | (53,201) | (59,721) | | 毛利 | | 9,908 | 6,100 | | 其他收入 | 4 | 111 | 2,331 | | 一般及行政開支 | | (5,610) | (6,856) | | 金融資產減值虧損撥回 | | ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) This chapter provides fundamental administrative and legal information about the company, including board members, committees, secretaries, representatives, registered office, and auditors, along with its stock code - The company's stock code is **0314**[15](index=15&type=chunk) - The Board of Directors includes Executive Directors Mr. Ma Xuguang (Chairman) and Mr. Li Ji, Non-executive Director Mr. Yao Leiwen, and Independent Non-executive Directors Mr. Fan Xin, Mr. He Haijian, and Ms. Huang Bei[7](index=7&type=chunk) - The company's auditor is Ernst & Young[14](index=14&type=chunk) [2025 First Half Highlights](index=7&type=section&id=2025%20First%20Half%20Highlights) The Group successfully advanced its strategic transformation in H1 2025, aiming to become a commercial medical payment and service network centered on health insurance brokerage, achieving a **4.7 percentage point increase in overall gross margin to 14.4%** and a **59.6% reduction in normalized net loss** through strategic restructuring - The Group is strategically transforming to become a commercial medical payment and healthcare service network, focusing on corporate employee medical protection and health management with health insurance brokerage at its core[16](index=16&type=chunk) - Strategic restructuring and optimization were implemented for the specialty pharmacy and Huiminbao insurance business segments[17](index=17&type=chunk) Key Financial Highlights H1 2025 | Metric | Change | Value (H1 2025) | | :--- | :--- | :--- | | Overall Gross Margin | Up approx. 4.7 percentage points YoY | Approx. 14.4% | | Normalized Net Loss | Down approx. 59.6% YoY | | [Financial Summary](index=8&type=section&id=Financial%20Summary) This chapter outlines the Group's key financial performance for H1 2025 compared to H1 2024, showing a significant revenue decrease due to specialty pharmacy and Huiminbao business restructuring, but also a substantial improvement in gross margin and a narrowed normalized net loss, indicating initial success of strategic adjustments Key Financial Data H1 2025 (RMB thousands) | Metric | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | 1,224,064 | 2,363,780 | -48.2 | | Commercial Health Insurance Services | 83,118 | 109,648 | -24.2 | | — Corporate Health Insurance | 42,809 | 38,840 | 10.2 | | — Huiminbao Insurance | 40,309 | 70,808 | -43.1 | | Physician Research Assistance Services | 215,121 | 187,371 | 14.8 | | Specialty Pharmacy Business | 925,825 | 2,066,761 | -55.2 | | **Total Gross Profit** | 176,099 | 228,931 | -23.1 | | Gross Margin | 14.4% | 9.7% | 4.7 (percentage points) | | Operating Loss | (60,398) | (85,787) | -29.6 | | Normalized Net Loss | (11,996) | (29,694) | -59.6 | | IFRS Net Loss | (81,139) | (74,651) | 8.7 | | Cash and Specific Financial Assets | 850,606 | 1,338,734 | -36.5 | - Normalized net loss calculation excludes non-recurring and non-operating items such as share-based payment expenses, restructuring costs, loss on disposal of subsidiaries, and non-recurring government grants[22](index=22&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) This chapter details the Group's operating environment, strategic adjustments, business progress, financial performance, and future outlook for H1 2025, highlighting improved profitability through business restructuring and in-depth analysis of financial indicators [Industry Environment and Trends](index=10&type=section&id=INDUSTRY%20ENVIRONMENT%20AND%20TRENDS) China's multi-tiered healthcare security system is accelerating, with the medical insurance market entering a high-quality development phase 3.0, supported by government policies that create historic new opportunities for commercial health insurance - The 'Healthy China 2030' strategy is being deeply implemented, accelerating the construction of a multi-tiered healthcare security system[24](index=24&type=chunk) - The medical insurance market has entered a high-quality development phase 3.0, becoming the 'second pillar' beyond basic medical insurance[24](index=24&type=chunk) - Since 2025, multiple government departments have introduced policies to support the high-quality development of commercial health insurance, providing support for biomedical industry innovation and bringing historic new opportunities[25](index=25&type=chunk) [Company Strategy and Differentiated Advantages](index=10&type=section&id=COMPANY%20STRATEGY%20AND%20DIFFERENTIATED%20ADVANTAGES) The company deepens its 'commercial health insurance + healthcare management' strategic service model, aiming to become a leading domestic commercial medical payment system and healthcare service network, integrating high-quality medical services and data insights into insurance solutions to form an 'integrated medical, pharmaceutical, health, and insurance' closed-loop service model - The company is deepening its 'commercial health insurance + healthcare management' strategic service model, aiming to become a leading domestic commercial medical payment system and healthcare service network[26](index=26&type=chunk) - Leveraging professional insurance brokerage services, healthcare service delivery, and data & AI-enabled operational capabilities, the company has built a value ecosystem connecting patients, doctors, medical institutions, pharmaceutical companies, and payers[27](index=27&type=chunk) - The core differentiated advantage lies in deeply integrating high-quality medical service capabilities and data insights into insurance solutions, forming a unique 'integrated medical, pharmaceutical, health, and insurance' closed-loop service model[28](index=28&type=chunk) [Business Progress and Operational Highlights](index=11&type=section&id=BUSINESS%20PROGRESS%20AND%20OPERATIONAL%20HIGHLIGHTS) In H1 2025, the company focused on commercial health insurance, significantly enhancing its end-to-end service capabilities by integrating healthcare service networks and pharmaceutical supply chains, while corporate health insurance business continued to grow, supported by physician research assistance and specialty pharmacy businesses - Commercial Health Insurance Services: As of June 30, 2025, the company served **526 industry-leading enterprises** nationwide, covering over **1.49 million members**, with managed premiums of approximately **RMB 863 million**, a year-on-year increase of approximately **34.8%**, and a premium renewal rate of approximately **105.3%**[31](index=31&type=chunk) - A five-year strategic cooperation framework agreement was signed with Arthur J. Gallagher (Singapore) Pte. Ltd. to enhance client insurance service experience[31](index=31&type=chunk) - Physician Research Assistance Services: As of June 30, 2025, **1,009 SMO projects** were completed, with another **854 projects** in progress; clients include all top ten listed pharmaceutical companies in China's innovative drug R&D sector, achieving a **100% retention rate** for the top ten clients[34](index=34&type=chunk) - Specialty Pharmacy Business: As of the end of the reporting period, **22 specialty pharmacies** were operated in major provincial capitals and economically developed regions nationwide, with direct payment mechanisms established with major insurance companies[35](index=35&type=chunk) - Healthcare Service Delivery Capability: As of June 30, 2025, **65 corporate clinics** were operated, with approximately **87,000 patient visits** in H1; **23 high-quality commercial medical institutions** were contracted, covering **118 service points**[37](index=37&type=chunk) - Pharmaceutical Supply Chain Capability: As of June 30, 2025, over **10,000 pharmacy outlets** were covered through contracts with major chain pharmacies[37](index=37&type=chunk) [Strategic Restructuring Drives Profitability Improvement](index=13&type=section&id=Strategic%20restructuring%20drives%20profitability%20improvement) The Group's strategic restructuring of specialty pharmacy and Huiminbao businesses since 2024 significantly improved overall profitability, with continuous gross margin expansion and a substantial reduction in normalized net loss, driven by business structure optimization, enhanced operational efficiency, and focused resource allocation - To strengthen its core commercial health insurance strategy and enhance operational efficiency and profitability, the company initiated restructuring plans for its specialty pharmacy and Huiminbao insurance business segments starting in 2024[38](index=38&type=chunk) Gross Margin Change (H1 2025 vs H1 2024) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Overall Gross Margin | 14.4% | 9.7% | Up 4.7 percentage points | | Commercial Health Insurance Business Gross Margin | 77.0% | 70.8% | Up 6.2 percentage points | | Specialty Pharmacy Business Gross Margin | 5.4% | 4.5% | Up 0.9 percentage points | - Normalized net loss decreased by approximately **59.6%** to approximately **RMB 12.0 million** (H1 2024: approximately RMB 29.7 million)[40](index=40&type=chunk) - The narrowed loss is primarily attributable to business structure optimization (increased proportion of high-gross-margin commercial health insurance business), improved operational efficiency (enhanced network synergy, digital operations), and focused resource allocation on core segments[40](index=40&type=chunk) [Outlook](index=14&type=section&id=OUTLOOK) Looking ahead to H2 2025 and beyond, the Group is confident in sustained business growth and improved profitability, driven by policy dividends and first-mover advantages (data accumulation, AI-driven solution design, service network expansion), which will scale core businesses, optimize profit structure, and enhance cash flow, while continuing to deepen strategic focus and digital transformation - The company is confident in continuing the trend of business scale growth and profitability improvement in H2 2025 and over the longer term[41](index=41&type=chunk) - Growth drivers stem from policy dividends (commercial health insurance and multi-tiered healthcare security system construction) and first-mover advantages (data accumulation, large model-driven solution design capabilities, expansion of medical and pharmaceutical delivery networks)[41](index=41&type=chunk) - The 'policy-led + competitiveness-driven' dual-engine model is expected to long-term support the Group's core business for scaled growth, optimized profit structure, and improved cash flow[41](index=41&type=chunk) - In the future, the company will continue to deepen its strategic focus, consolidate its leading position in integrated commercial health insurance and healthcare management, and accelerate digital and intelligent transformation[42](index=42&type=chunk) [Financial Review](index=14&type=section&id=FINANCIAL%20REVIEW) This section provides a detailed review of the Group's H1 2025 financial performance, including specific data and reasons for changes in revenue, cost of sales, gross profit, various expenses, income tax, and normalized net loss, emphasizing the positive impact of strategic restructuring on financial health [Revenue](index=15&type=section&id=Revenue) Total revenue decreased by **48.2%** year-on-year to **RMB 1.224 billion**, primarily due to the strategic restructuring of specialty pharmacy and Huiminbao businesses, while corporate health insurance revenue grew by **10.2%** and physician research assistance revenue increased by **14.8%** Revenue Breakdown (H1 2025 vs H1 2024) | Business Segment | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Commercial Health Insurance Services | 83,118 | 109,648 | -24.2 | | — Corporate Health Insurance | 42,809 | 38,840 | 10.2 | | — Huiminbao Insurance | 40,309 | 70,808 | -43.1 | | Physician Research Assistance Services | 215,121 | 187,371 | 14.8 | | Specialty Pharmacy Business | 925,825 | 2,066,761 | -55.2 | | **Total** | **1,224,064** | **2,363,780** | **-48.2** | - The growth in corporate health insurance revenue is primarily attributed to the competitive advantage in healthcare management capabilities and successful implementation of business development plans, leading to a significant increase in clients and insured members[47](index=47&type=chunk) - The decrease in specialty pharmacy business revenue and Huiminbao insurance business revenue is primarily due to strategic restructuring[47](index=47&type=chunk)[49](index=49&type=chunk) [Cost of Sales](index=16&type=section&id=Cost%20of%20Sales) Cost of sales decreased by **50.9%** year-on-year to **RMB 1.048 billion**, consistent with the revenue decline, primarily due to the strategic restructuring of the specialty pharmacy and Huiminbao business segments Cost of Sales Breakdown (H1 2025 vs H1 2024) | Business Segment | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Commercial Health Insurance Services | 19,103 | 32,047 | -40.4 | | Physician Research Assistance Services | 153,131 | 129,706 | 18.1 | | Specialty Pharmacy Business | 875,731 | 1,973,096 | -55.6 | | **Total** | **1,047,965** | **2,134,849** | **-50.9** | - The decrease in cost of sales is consistent with the decrease in revenue, primarily due to the strategic restructuring of the specialty pharmacy and Huiminbao business segments[52](index=52&type=chunk) [Gross Profit and Gross Margin](index=16&type=section&id=Gross%20Profit%20and%20Gross%20Margin) Total gross profit decreased by **23.1%** year-on-year to **RMB 176.1 million**, but the overall gross margin significantly increased by **4.7 percentage points to 14.4%**, primarily driven by strong growth in the commercial health insurance services gross margin Gross Profit and Gross Margin Breakdown (H1 2025 vs H1 2024) | Business Segment | Gross Profit (RMB'000) H1 2025 | Gross Margin (%) H1 2025 | Gross Profit (RMB'000) H1 2024 | Gross Margin (%) H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Commercial Health Insurance Services | 64,015 | 77.0 | 77,601 | 70.8 | | Physician Research Assistance Services | 61,990 | 28.8 | 57,665 | 30.8 | | Specialty Pharmacy Business | 50,094 | 5.4 | 93,665 | 4.5 | | **Total** | **176,099** | **14.4** | **228,931** | **9.7** | - Overall gross margin significantly increased from approximately **9.7%** in H1 2024 to approximately **14.4%** in H1 2025, primarily due to the rise in commercial health insurance services gross margin[55](index=55&type=chunk) [Selling and Marketing Expenses](index=17&type=section&id=Selling%20and%20Marketing%20Expenses) Selling and marketing expenses decreased by **41.3%** year-on-year to approximately **RMB 80.9 million**, mainly due to efficiency enhancement initiatives related to commercial health insurance services and the strategic restructuring of the specialty pharmacy business - Selling and marketing expenses decreased by approximately **41.3%** to approximately **RMB 80.9 million**[58](index=58&type=chunk) - The primary reasons are efficiency enhancement initiatives related to commercial health insurance services and the strategic restructuring of the specialty pharmacy business[58](index=58&type=chunk) [Administrative Expenses](index=17&type=section&id=Administrative%20Expenses) Administrative expenses decreased by **7.0%** year-on-year to approximately **RMB 150.5 million**, primarily due to improved administrative efficiency through organizational optimization and digitalization - Administrative expenses decreased by approximately **7.0%** to approximately **RMB 150.5 million**[59](index=59&type=chunk) - The primary reason is the enhancement of administrative efficiency through organizational optimization and digitalization[59](index=59&type=chunk) [Research and Development Expenses](index=17&type=section&id=Research%20and%20Development%20Expenses) Research and development expenses significantly decreased by **66.1%** year-on-year to approximately **RMB 5.1 million**, primarily because initial R&D investments have yielded results, leading to a corresponding reduction in expenses - Research and development expenses significantly decreased by approximately **66.1%** to approximately **RMB 5.1 million**[60](index=60&type=chunk) - The primary reason is that initial R&D investments have yielded results, leading to a corresponding reduction in R&D expenses[60](index=60&type=chunk) [Restructuring Cost](index=17&type=section&id=Restructuring%20Cost) Restructuring costs amounted to approximately **RMB 13.5 million**, primarily stemming from the strategic transformation of the specialty pharmacy and Huiminbao business segments, including employee optimization severance payments and other asset losses - Restructuring costs amounted to approximately **RMB 13.5 million**[61](index=61&type=chunk) - This primarily includes employee optimization severance payments of approximately **RMB 12.4 million** (approximately RMB 9.1 million for specialty pharmacy business and approximately RMB 3.3 million for Huiminbao insurance business) and other asset losses of approximately **RMB 1.1 million**[61](index=61&type=chunk) [Other Expenses](index=18&type=section&id=Other%20expenses) Other expenses increased by approximately **RMB 16.7 million** to **RMB 20.1 million**, mainly due to increased losses from the disposal of subsidiaries and a higher net exchange difference - Other expenses increased by approximately **RMB 16.7 million** to approximately **RMB 20.1 million**[66](index=66&type=chunk) - This was primarily due to increased losses from the disposal of subsidiaries and a higher net exchange difference[66](index=66&type=chunk) [Income Tax](index=18&type=section&id=Income%20Tax) During the reporting period, the Group recorded an income tax credit of approximately **RMB 1.2 million**, an increase from **RMB 0.5 million** in H1 2024 - Income tax credit was approximately **RMB 1.2 million** (H1 2024: RMB 0.5 million)[67](index=67&type=chunk) [Normalized Net Loss](index=18&type=section&id=Normalized%20Net%20Loss) Normalized net loss decreased by **59.6%** year-on-year to **RMB 12.0 million**, a metric that better reflects the company's ongoing operating performance by excluding non-recurring and non-operating items - Normalized net loss decreased by approximately **59.6%** to approximately **RMB 12.0 million** (H1 2024: approximately RMB 29.7 million)[74](index=74&type=chunk) Normalized Net Loss Reconciliation (H1 2025 vs H1 2024) | Metric | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Loss for the year (IFRS) | (81,139) | (74,651) | | Add: Share-based payment expenses | 42,804 | 45,857 | | Add: Restructuring costs | 13,523 | – | | Add: Loss on disposal of subsidiaries | 12,177 | – | | Less: Government grants | (1,163) | (900) | | **Normalized Net Loss for the year** | **(11,996)** | **(29,694)** | [Capital Management](index=20&type=section&id=Capital%20Management) The Group primarily funds its working capital requirements through cash flows generated from operations and monitors cash and cash equivalents levels, with net cash outflow from operating activities of approximately **RMB 63.5 million** in H1 2025 - Working capital requirements are primarily funded by cash flows generated from operations[75](index=75&type=chunk) - In H1 2025, net cash outflow from operating activities was approximately **RMB 63.5 million**[75](index=75&type=chunk) [Liquidity, Financial Resources and Gearing Ratio](index=20&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Gearing%20Ratio) As of June 30, 2025, the Group recorded net current assets of approximately **RMB 674.3 million**, a gearing ratio of approximately **47.8%**, and cash and specific financial assets of approximately **RMB 851 million**, with future liquidity needs expected to be met by operating cash flows - As of June 30, 2025, net current assets were approximately **RMB 674.3 million**[76](index=76&type=chunk) - The gearing ratio was approximately **47.8%** (December 31, 2024: approximately 47.0%)[76](index=76&type=chunk) - As of June 30, 2025, cash and specific financial assets amounted to approximately **RMB 850.6 million**[77](index=77&type=chunk) [Significant Investments, Material Acquisitions and Disposals](index=21&type=section&id=Significant%20Investments%2C%20Material%20Acquisitions%20and%20Disposals) During the reporting period, the company subscribed to a **USD 30 million** wealth management product issued by JPMorgan Chase Bank and disposed of equity in a non-wholly owned subsidiary for approximately **RMB 5.9 million**, with no other significant investments, acquisitions, or disposals - Subscribed to a wealth management product with a principal amount of **USD 30,000,000** from JPMorgan Chase Bank, National Association for wealth management purposes[80](index=80&type=chunk) - As of June 30, 2025, the fair value of this wealth management product was approximately **USD 30.1 million**, accounting for approximately **11.7%** of the Group's total assets[81](index=81&type=chunk) - Disposed of equity in a non-wholly owned subsidiary for a total consideration of **RMB 5,899,786**[83](index=83&type=chunk) [Capital Expenditure](index=22&type=section&id=Capital%20Expenditure) The Group's total capital expenditure for H1 2025 amounted to **RMB 1.52 million**, primarily for purchasing office equipment, software, and leasehold improvements, representing a significant decrease from H1 2024 Capital Expenditure Breakdown (H1 2025 vs H1 2024) | Item | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Purchase of property, plant and equipment | (1,516) | (6,625) | | Purchase of other intangible assets | – | (2,185) | | **Total** | **(1,516)** | **(8,810)** | - Major capital expenditures were related to the purchase of office equipment, software, and leasehold improvements[89](index=89&type=chunk) [Currency Risk](index=22&type=section&id=Currency%20Risk) The Group primarily operates in China with transactions settled in RMB, but faces foreign exchange risk due to certain cash and bank balances denominated in non-functional currencies; management monitors this risk and will consider hedging if necessary - The Group primarily operates in China, with most transactions settled in RMB[91](index=91&type=chunk) - The Group is exposed to foreign exchange risk due to certain cash and bank balances denominated in non-functional currencies[91](index=91&type=chunk) - Currently, there is no foreign exchange hedging policy, but management monitors foreign exchange risk and will consider hedging when necessary[91](index=91&type=chunk) [Pledge of Assets](index=23&type=section&id=Pledge%20of%20Assets) The Group's pledged deposits decreased from approximately **RMB 105.4 million** as of December 31, 2024, to approximately **RMB 37.9 million** as of June 30, 2025 - Pledged deposits decreased from approximately **RMB 105.4 million** as of December 31, 2024, to approximately **RMB 37.9 million** as of June 30, 2025[93](index=93&type=chunk) [Contingent Liabilities](index=23&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[94](index=94&type=chunk) [Employees and Remuneration Policies](index=23&type=section&id=Employees%20and%20Remuneration%20Policies) As of June 30, 2025, the Group had **2,950 employees**, primarily based in China, and is committed to a competitive and fair remuneration system including basic salary and performance bonuses, with standard employment and confidentiality agreements for all employees and non-compete agreements for senior management - As of June 30, 2025, there were **2,950 employees**, with the majority based in China[95](index=95&type=chunk) - Remuneration policies include basic salaries and performance bonuses, with performance evaluations conducted at least annually[97](index=97&type=chunk) - Standard employment and confidentiality agreements are entered into with all employees, and non-compete agreements are signed with senior management and key personnel[96](index=96&type=chunk) [Future Investment Plans and Expected Funding](index=23&type=section&id=Future%20Investment%20Plans%20and%20Expected%20Funding) As of June 30, 2025, the Group had no other significant investment and capital asset plans - As of June 30, 2025, there were no other significant investment and capital asset plans[98](index=98&type=chunk) [Other Information](index=24&type=section&id=Other%20Information) This chapter covers other important information including corporate governance, shareholder equity, share schemes, and securities transactions; post-reporting period, the company changed its Hong Kong share registrar and terminated its restricted share unit scheme, while generally complying with corporate governance and disclosing directors' and substantial shareholders' interests [Subsequent Events After The Reporting Period](index=24&type=section&id=SUBSEQUENT%20EVENTS%20AFTER%20THE%20REPORTING%20PERIOD) Subsequent to the reporting period, the company changed its Hong Kong share registrar and prematurely terminated its restricted share unit scheme as all restricted share units had vested - Effective August 1, 2025, the Hong Kong share registrar has been changed to Tricor Investor Services Limited[103](index=103&type=chunk) - On August 18, 2025, the Board resolved to prematurely terminate the Restricted Share Unit Scheme, as all **10,004,000** relevant shares had formally vested[104](index=104&type=chunk) [Use of Net Proceeds From Listing](index=24&type=section&id=USE%20OF%20NET%20PROCEEDS%20FROM%20LISTING) The Group has fully utilized the net proceeds from its global offering by the end of 2024 according to the planned timetable - The Group has fully utilized the net proceeds from its global offering by the end of 2024 according to the planned timetable[106](index=106&type=chunk) [Dividend](index=24&type=section&id=DIVIDEND) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[107](index=107&type=chunk) [Compliance With The Corporate Governance Code](index=25&type=section&id=COMPLIANCE%20WITH%20THE%20CORPORATE%20GOVERNANCE%20CODE) The company generally complied with the Corporate Governance Code during the reporting period, with deviations including the combined roles of Chairman and CEO held by Mr. Ma Xuguang and the absence of a dividend policy, though the Board believes the current structure ensures power balance and efficient operations - The company has complied with all applicable code provisions of the Corporate Governance Code, except for the following deviations[112](index=112&type=chunk) - Deviation from Code Provision C.2.1: The roles of Chairman and Chief Executive Officer are combined and held by Mr. Ma Xuguang[113](index=113&type=chunk) - Deviation from Code Provision F.1.1: The company has not yet adopted a dividend policy, intending to retain most available funds and future earnings to finance business development[117](index=117&type=chunk) - The Board believes the existing structure does not compromise the balance of power, as there are sufficient checks and balances, directors fulfill their fiduciary duties, the Board comprises experienced individuals making collective decisions, and it facilitates consistent leadership and efficient strategic planning for the Group[114](index=114&type=chunk) [Model Code For Securities Transactions](index=26&type=section&id=MODEL%20CODE%20FOR%20SECURITIES%20TRANSACTIONS) All directors confirmed compliance with the Model Code for Securities Transactions set out in Appendix C3 of the Listing Rules during the reporting period, and employees who may possess unpublished inside information are also required to comply with this code - Following specific enquiries made to all Directors, each Director has confirmed compliance with the required standards set out in the Model Code throughout the reporting period[118](index=118&type=chunk) - Employees of the company who may possess unpublished inside information are also required to comply with the Model Code[119](index=119&type=chunk) [Change In Directors' And The Senior Management's Information](index=26&type=section&id=CHANGE%20IN%20DIRECTORS'%20AND%20THE%20SENIOR%20MANAGEMENT'S%20INFORMATION) Since the publication of the company's 2024 annual report, there have been no changes in the information of the company's directors and senior management requiring disclosure under Listing Rule 13.51B(1) - Since the publication date of the company's 2024 annual report, there have been no changes in the information of the company's directors and senior management requiring disclosure under Listing Rule 13.51B(1)[120](index=120&type=chunk) [Directors' And Chief Executive's Interests And Short Positions In Shares, Underlying Shares And Debentures](index=27&type=section&id=DIRECTORS'%20AND%20CHIEF%20EXECUTIVE'S%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20SHARES%2C%20UNDERLYING%20SHARES%20AND%20DEBENTURES) As of June 30, 2025, Executive Directors Mr. Ma Xuguang and Mr. Li Ji each held long positions of **97,000,000 shares** in the company, representing **12.69%** of the total share capital, primarily through controlled corporations and jointly held interests Directors' Interests in Shares and Underlying Shares (As of June 30, 2025) | Name of Director | Capacity/Nature of Interest | Total Number of Shares/Underlying Shares Held(1) | Approximate Percentage of the Company's Equity (%)(1) | | :--- | :--- | :--- | :--- | | Mr. Ma Xuguang | Interest in controlled corporation; jointly held interest with another person | 97,000,000 (L) | 12.69% | | Mr. Li Ji | Interest in controlled corporation; jointly held interest with another person | 97,000,000 (L) | 12.69% | - As of June 30, 2025, the company had a total of **764,420,514 shares** in issue[127](index=127&type=chunk) - Mr. Ma Xuguang and Mr. Li Ji will continue to be bound by the acting-in-concert agreement to act in concert in the management and operation of the Group[127](index=127&type=chunk) [Substantial Shareholders' Interests And Short Positions In Shares And Underlying Shares](index=29&type=section&id=SUBSTANTIAL%20SHAREHOLDERS'%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20SHARES%20AND%20UNDERLYING%20SHARES) As of June 30, 2025, the company's substantial shareholders included Mr. Ma Xuguang, Mr. Li Ji, Tencent Mobility Limited, TPP Follow-on I Holding H Limited, Eight Roads Investments, Impresa Fund III Limited Partnership, and Mr. Zhang Jingxin, who, along with their controlled entities, held interests in the company's shares Substantial Shareholders' Interests in Shares and Underlying Shares (As of June 30, 2025) | Name of Shareholder | Capacity/Nature of Interest | Total Number of Shares/Underlying Shares Held(1) | Approximate Percentage of the Company's Equity (%)(1) | | :--- | :--- | :--- | :--- | | Mr. Ma | Interest in controlled corporation; jointly held interest with another person | 97,000,000 | 12.69% | | Mr. Li | Interest in controlled corporation; jointly held interest with another person | 97,000,000 | 12.69% | | Wise Approach | Beneficial owner | 40,410,926 | 5.29% | | Lucky Seven | Beneficial owner | 57,000,000 | 7.46% | | Simul | Interest in controlled corporation | 57,000,000 | 7.46% | | Spire-succession | Beneficial owner | 40,000,000 | 5.23% | | Shining-succession | Interest in controlled corporation | 40,000,000 | 5.23% | | Tencent Mobility Limited | Beneficial owner | 168,266,382 | 22.01% | | TPP Follow-on I Holding H Limited | Beneficial owner | 40,852,974 | 5.34% | | Tencent | Interest in controlled corporation | 209,119,356 | 27.36% | | Eight Roads Investments | Beneficial interest; interest in controlled corporation | 59,329,899 | 7.76% | | Impresa Fund III Limited Partnership | Beneficial interest; interest in controlled corporation | 64,828,424 | 8.48% | | Mr. Zhang Jingxin | Interest in controlled corporation | 38,982,854 | 5.10% | - Tencent is a substantial shareholder of the company, holding over **20%** of voting rights, and indirectly holds shares through Tencent Mobility Limited and TPP Follow-on I Holding H Limited[135](index=135&type=chunk)[142](index=142&type=chunk) [Directors' Rights To Acquire Shares Or Debentures](index=34&type=section&id=DIRECTORS'%20RIGHTS%20TO%20ACQUIRE%20SHARES%20OR%20DEBENTURES) For the six months ended June 30, 2025, neither the company nor any of its subsidiaries entered into any arrangements enabling directors or their spouses or children under 18 to benefit from acquiring shares or debentures of the company or any other body corporate - At no time during the six months ended June 30, 2025, had the company or any of its subsidiaries entered into any arrangements to enable the directors to acquire benefits by means of the acquisition of shares or debentures of the company or any other body corporate[151](index=151&type=chunk) [Share Schemes](index=34&type=section&id=SHARE%20SCHEMES) This section details the company's 2017 Plan and Restricted Share Unit (RSU) Scheme, including their purposes, participants, share quantities, and changes during the reporting period, noting that the RSU Scheme was prematurely terminated due to all units vesting [2017 Plan](index=34&type=section&id=2017%20Plan) The 2017 Plan aims to attract and retain talent, with **6,656,220 outstanding share options** as of June 30, 2025, representing approximately **0.87%** of total issued shares; no new options were granted during the reporting period, and none will be granted post-listing - The 2017 Plan aims to attract and retain the most competent key personnel, provide additional incentives, and promote the successful development of the company's business[156](index=156&type=chunk) - As of June 30, 2025, there were **6,656,220 outstanding 2017 Plan share options**, representing approximately **0.87%** of the total issued shares[159](index=159&type=chunk)[163](index=163&type=chunk) - No 2017 Plan share options were granted during the reporting period, and the company has not and will not grant further 2017 Plan share options after listing[159](index=159&type=chunk)[166](index=166&type=chunk) Details of 2017 Plan Share Option Movements (H1 2025) | Grantee | Outstanding as at January 1, 2025 | Exercised during the period | Forfeited/cancelled/lapsed during the period | Outstanding as at June 30, 2025 | Approximate percentage of total issued shares as at June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Employees | 6,174,117 | 237,800 | 84,397 | 5,851,920 | 0.77% | | Service providers | 804,900 | 600 | – | 804,300 | 0.10% | | **Total** | **6,979,017** | **238,400** | **84,397** | **6,656,220** | **0.87%** | [Restricted Share Unit Scheme](index=37&type=section&id=RSU%20Scheme) The 2021 Restricted Share Unit Scheme, adopted to recognize grantee contributions, was prematurely terminated on August 18, 2025, as all **10,004,000 relevant shares** granted to Mr. Zhou Teng had fully vested by June 30, 2025 - The Restricted Share Unit Scheme aims to recognize grantees' contributions, incentivize retention, and attract suitable personnel[169](index=169&type=chunk) - The total number of shares available for delivery under the scheme is **10,004,000 shares**[171](index=171&type=chunk) - As of June 30, 2025, all **6,502,600 relevant shares** granted to Mr. Zhou Teng had vested, with no relevant shares remaining unvested[173](index=173&type=chunk)[177](index=177&type=chunk) - Given that all relevant shares had formally vested, the Board resolved on August 18, 2025, to prematurely terminate the Restricted Share Unit Scheme[178](index=178&type=chunk) [Purchase, Sale Or Redemption Of Listed Securities Or Sale Of Treasury Shares](index=38&type=section&id=PURCHASE%2C%20SALE%20OR%20REDEMPTION%20OF%20LISTED%20SECURITIES%20OR%20SALE%20OF%20TREASURY%20SHARES) For the six months ended June 30, 2025, the company repurchased a total of **14,299,800 shares** on the Stock Exchange for approximately **HKD 64.41 million**, held as treasury shares, and additionally repurchased **36,673,200 ordinary shares** for the 2023 Share Award Scheme - For the six months ended June 30, 2025, the company repurchased a total of **14,299,800 shares** on the Stock Exchange for a total consideration of approximately **HKD 64,407,389**, which are held as treasury shares[179](index=179&type=chunk) - A total of **36,673,200 ordinary shares** were repurchased for the 2023 Share Award Scheme, with a total consideration of **RMB 132,860,000**[285](index=285&type=chunk) - As of June 30, 2025, the company held **14,299,800 treasury shares**[181](index=181&type=chunk) [Audit Committee](index=39&type=section&id=AUDIT%20COMMITTEE) The Audit Committee, together with the Board, has reviewed the Group's adopted accounting principles and practices, as well as the interim results for the reporting period - The Audit Committee, together with the Board, has reviewed the accounting principles and practices adopted by the Group and the interim results for the reporting period[182](index=182&type=chunk) [Independent Review Of Auditor](index=39&type=section&id=INDEPENDENT%20REVIEW%20OF%20AUDITOR) The interim financial report for the six months ended June 30, 2025, was not audited but was reviewed by Ernst & Young in accordance with Hong Kong Standard on Review Engagements 2410, resulting in an unmodified review report - The interim financial report was not audited but was reviewed by Ernst & Young in accordance with Hong Kong Standard on Review Engagements 2410[183](index=183&type=chunk) - An unmodified review report was issued[183](index=183&type=chunk) [Independent Auditor's Review Report](index=40&type=section&id=Independent%20Auditor's%20Review%20Report) Ernst & Young reviewed the interim financial information of Spai Health Technology Co., Ltd. for the six months ended June 30, 2025, concluding that nothing came to their attention to suggest the interim financial information was not prepared in all material respects in accordance with International Accounting Standard 34, noting this is a review report, not an audit opinion - Ernst & Young has reviewed the interim financial information for the six months ended June 30, 2025[187](index=187&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, with a scope significantly smaller than an audit, thus no audit opinion is expressed[188](index=188&type=chunk) - The conclusion is that nothing has come to the auditor's attention that causes them to believe the interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34[191](index=191&type=chunk) [Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=42&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents the Group's profit or loss and other comprehensive income for the six months ended June 30, 2025, showing a loss for the period of **RMB 81.139 million**, an increase from H1 2024, with basic and diluted loss per share both at **RMB 0.12** Summary of Profit or Loss and Other Comprehensive Income (RMB thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | 1,224,064 | 2,363,780 | | Gross Profit | 176,099 | 228,931 | | Loss before tax | (82,369) | (75,159) | | Loss for the period | (81,139) | (74,651) | | Total comprehensive loss for the period | (83,335) | (74,311) | - Basic and diluted loss per share attributable to ordinary equity holders of the parent company were both **RMB 0.12**[196](index=196&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=44&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement presents the Group's financial position as of June 30, 2025, showing a decrease in total current assets and total equity compared to December 31, 2024, while total non-current assets slightly increased Summary of Financial Position (RMB thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total non-current assets | 292,944 | 285,165 | | Total current assets | 1,539,381 | 1,980,127 | | Total current liabilities | 865,130 | 1,036,613 | | Net current assets | 674,251 | 943,514 | | Total equity | 956,314 | 1,201,586 | - As of June 30, 2025, financial assets at fair value through profit or loss amounted to **RMB 365,638 thousand**[198](index=198&type=chunk) - As of June 30, 2025, cash and cash equivalents amounted to **RMB 258,089 thousand**[198](index=198&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=46&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement presents the Group's changes in equity for the six months ended June 30, 2025, showing a decrease in total equity from **RMB 1.202 billion** at the beginning of the period to **RMB 956 million** at the end, primarily due to loss for the period and repurchase of ordinary shares Summary of Changes in Equity (RMB thousands) | Metric | As at January 1, 2025 (audited) | Loss for the period | Repurchase of ordinary shares | As at June 30, 2025 (unaudited) | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the parent | 1,225,877 | (71,985) | (198,922) | 995,879 | | Non-controlling interests | (24,291) | (9,154) | – | (39,565) | | **Total Equity** | **1,201,586** | **(81,139)** | **(198,922)** | **956,314** | - Share-based payment expenses for the period amounted to **RMB 42,804 thousand**[201](index=201&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=48&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This statement presents the Group's cash flows for the six months ended June 30, 2025, showing a net cash outflow from operating activities of **RMB 63.471 million**, a net cash inflow from investing activities of **RMB 280.845 million**, a net cash outflow from financing activities of **RMB 206.450 million**, and cash and cash equivalents of **RMB 258.089 million** at period-end Summary of Cash Flows (RMB thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash flows used in operating activities | (63,471) | (1,282) | | Net cash flows used in investing activities | 280,845 | (94,350) | | Net cash flows used in financing activities | (206,450) | (120,750) | | Net increase/(decrease) in cash and cash equivalents | 10,924 | (216,382) | | Cash and cash equivalents at end of period | 258,089 | 279,383 | - Net cash flows from investing activities shifted from an outflow in H1 2024 to an inflow in H1 2025, primarily due to increased proceeds from the withdrawal of financial products at fair value through profit or loss[205](index=205&type=chunk) [Notes to Interim Condensed Consolidated Financial Information](index=51&type=section&id=Notes%20to%20Interim%20Condensed%20Consolidated%20Financial%20Information) This chapter provides detailed notes to the interim condensed consolidated financial information, covering company and group information, changes in accounting policies, operating segment information, revenue and expense breakdowns, taxation, dividends, loss per share, balance sheet item details, related party transactions, and fair value information for financial instruments, offering supplementary explanations for the financial statements [1. Corporate and Group Information](index=51&type=section&id=1.%20CORPORATE%20AND%20GROUP%20INFORMATION) Spai Health Technology Co., Ltd. is a limited company incorporated in the Cayman Islands, listed on the Main Board of the Hong Kong Stock Exchange on December 23, 2022, with its principal businesses including specialty pharmacy, physician research assistance, and health insurance services, primarily operating in China - The company was listed on the Main Board of The Stock Exchange of Hong Kong Limited on **December 23, 2022**[210](index=210&type=chunk) - The Group's principal businesses are specialty pharmacy business, physician research assistance business, and health insurance services business[209](index=209&type=chunk) - The Group's principal places of operation and geographical markets are located in the People's Republic of China[209](index=209&type=chunk) [2. Basis of Preparation](index=51&type=section&id=2.%20BASIS%20OF%20PREPARATION) The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024, with all values rounded to the nearest RMB thousand - The interim condensed consolidated financial information has been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting[211](index=211&type=chunk) - All values are rounded to the nearest thousand (RMB thousands)[211](index=211&type=chunk) [3. Changes in Accounting Policies](index=52&type=section&id=3.%20CHANGES%20IN%20ACCOUNTING%20POLICIES) The accounting policies adopted for the interim financial information are consistent with the 2024 annual consolidated financial statements, except for the first-time adoption of amended IFRS Accounting Standard 21 'Lack of Exchangeability,' which had no impact on the financial information as all currencies transacted by the Group are exchangeable - First-time adoption of amended IFRS Accounting Standard 21 'Lack of Exchangeability'[215](index=215&type=chunk) - As the currencies in which the Group's transactions are denominated and the functional currencies used by Group entities to translate into the Group's presentation currency are all exchangeable, these amendments had no impact on the interim condensed consolidated financial information[216](index=216&type=chunk) [4. Operating Segment Information](index=53&type=section&id=4.%20OPERATING%20SEGMENT%20INFORMATION) The Group is organized into three reportable operating segments by product and service: specialty pharmacy, physician research assistance, and health insurance services, with segment performance assessed based on gross profit, and nearly all revenue and non-current assets derived from operations in China during the reporting period - The Group has three reportable operating segments: specialty pharmacy business, physician research assistance business, and health insurance services business[221](index=221&type=chunk) - Segment performance is assessed based on the gross profit of the reportable segments[220](index=220&type=chunk) - During the reporting period, almost all of the Group's revenue was derived from operations in China, and the vast majority of the Group's non-current assets are located in mainland China[226](index=226&type=chunk) - No single customer accounted for **10% or more** of the Group's revenue[227](index=227&type=chunk) [5. Revenue](index=56&type=section&id=5.%20REVENUE) This note provides a revenue analysis by type of goods or services and timing of revenue recognition, showing that specialty pharmacy business remains the primary revenue source despite a significant decrease, while physician research assistance and health insurance services also experienced changes in revenue Revenue Analysis (RMB thousands) | Type of goods or services | 2025 | 2024 | | :--- | :--- | :--- | | Specialty pharmacy business | 925,825 | 2,066,761 | | Physician research assistance business | 215,121 | 187,371 | | Health insurance services business | 83,118 | 109,648 | | **Total** | **1,224,064** | **2,363,780** | - Revenue recognition timing: **RMB 1,003,571 thousand** recognized at a point in time, and **RMB 220,493 thousand** recognized over a period of time[231](index=231&type=chunk) [6. Other Income and Gains](index=57&type=section&id=6.%20OTHER%20INCOME%20AND%20GAINS) This note analyzes the Group's other income and gains, totaling **RMB 15.103 million** in H1 2025, a decrease from **RMB 19.033 million** in H1 2024, primarily due to reduced interest income Other Income and Gains Analysis (RMB thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Government grants | 1,163 | 900 | | Interest income | 5,154 | 10,212 | | Gain on financial assets at fair value through profit or loss | 7,349 | 7,227 | | Net gain on lease termination | 248 | 594 | | Others | 1,189 | 100 | | **Total** | **15,103** | **19,033** | [7. Restructuring Cost](index=58&type=section&id=7.%20RESTRUCTURING%20COST) This note details the Group's restructuring costs of **RMB 13.523 million** incurred in H1 2025, primarily comprising employee-related expenses and other losses from closing specialty pharmacy stores Restructuring Cost Breakdown (RMB thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Employee-related expenses | 12,427 | – | | Other losses | 1,096 | – | | **Total** | **13,523** | **–** | - Restructuring costs primarily arose from the strategic transformation of the specialty pharmacy and Huiminbao insurance business segments, including employee optimization severance payments and losses from property disposal and lease terminations[237](index=237&type=chunk)[61](index=61&type=chunk) [8. Loss Before Tax](index=59&type=section&id=8.%20LOSS%20BEFORE%20TAX) This note presents the Group's loss before tax from continuing operations of **RMB 82.369 million**, detailing the various expenses and income contributing to this loss, including cost of sales, depreciation and amortization, and staff costs Components of Loss Before Tax (RMB thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Cost of inventories sold | 875,731 | 1,973,097 | | Cost of services provided | 172,234 | 161,752 | | Depreciation of property, plant and equipment | 2,115 | 3,829 | | Depreciation of right-of-use assets | 10,518 | 15,926 | | Amortisation of other intangible assets | 2,822 | 4,098 | | Staff costs (excluding directors' and chief executive's emoluments) | 280,479 | 351,235 | | Restructuring costs | 13,523 | – | - Loss before tax was **RMB 82,369 thousand** (H1 2024: RMB 75,159 thousand)[240](index=240&type=chunk) [9. Income Tax](index=60&type=section&id=9.%20INCOME%20TAX) This note explains the Group's income tax policies across different jurisdictions, including Cayman Islands exemption, Hong Kong's two-tiered profits tax rate, and mainland China's **25%** corporate income tax rate, with the Group recording an income tax credit of **RMB 1.23 million** during the reporting period - Cayman Islands: The company is exempt from taxation on income or capital gains[243](index=243&type=chunk) - Hong Kong: A two-tiered profits tax rate is applied, with the first **HKD 2,000,000** of assessable profits taxed at **8.25%** and profits above this amount taxed at **16.5%**[245](index=245&type=chunk) - Mainland China: The corporate income tax rate for PRC subsidiaries is **25%**[250](index=250&type=chunk) Income Tax (Credit)/Expense Analysis (RMB thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Current income tax | (904) | 1,257 | | Deferred income tax | (326) | (1,765) | | **Tax credit for the period** | **(1,230)** | **(508)** | [10. Dividends](index=61&type=section&id=10.%20DIVIDENDS) This note confirms that no dividends were paid or declared by the company during the period - During the period, no dividends were paid or declared by the company (Six months ended June 30, 2024: Nil)[253](index=253&type=chunk) [11. Loss Per Share Attributable To Ordinary Equity Holders Of The Parent](index=62&type=section&id=11.%20LOSS%20PER%20SHARE%20ATTRIBUTABLE%20TO%20ORDINARY%20EQUITY%20HOLDERS%20OF%20THE%20PARENT) This note explains the calculation of basic and diluted loss per share, which both amounted to **RMB 0.12** for the six months ended June 30, 2025, consistent with H1 2024 Loss Per Share Calculation (RMB) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the parent (RMB'000) | (71,985) | (78,202) | | Weighted average number of ordinary shares in issue during the period used in the basic loss per share calculation | 612,954,181 | 644,308,040 | | **Loss per share (RMB per share)** | **(0.12)** | **(0.12)** | - The effects of the share option scheme and convertible preference shares were anti-dilutive to the basic loss per share amounts presented, and thus no adjustments were made[255](index=255&type=chunk) [12. Property, Plant and Equipment](index=63&type=section&id=12.%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) This note discloses that the Group's asset purchases for H1 2025 amounted to **RMB 1.516 million**, and it incurred a net loss on disposal of assets of **RMB 66 thousand** and restructuring costs of **RMB 824 thousand** - For the six months ended June 30, 2025, the cost of assets purchased by the Group amounted to **RMB 1,516,000** (H1 2024: RMB 6,625,000)[259](index=259&type=chunk) - Disposal of assets resulted in a net loss on disposal of **RMB 66,000** and restructuring costs of **RMB 824,000**[260](index=260&type=chunk) [13. Trade and Bills Receivables](index=63&type=section&id=13.%20TRADE%20AND%20BILLS%20RECEIVABLES) This note provides an aging analysis of trade and bills receivables, totaling **RMB 215.2 million** as of June 30, 2025, a decrease from **RMB 276 million** at the end of 2024, with the majority falling within 6 months Trade and Bills Receivables (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bills receivable | 619 | 14,729 | | Trade receivables | 244,115 | 294,254 | | Provision for credit losses | (29,533) | (32,935) | | **Total** | **215,201** | **276,048** | Aging Analysis of Trade and Bills Receivables (RMB thousands) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 6 months | 169,929 | 249,638 | | 6 to 12 months | 45,272 | 26,410 | | **Total** | **215,201** | **276,048** | [14. Prepayments, Other Receivables and Other Assets](index=64&type=section&id=14.%20PREPAYMENTS%2C%20OTHER%20RECEIVABLES%20AND%20OTHER%20ASSETS) This note details prepayments, other receivables, and other assets, with the current portion totaling **RMB 99.044 million** as of June 30, 2025, a decrease from **RMB 155 million** at the end of 2024, primarily due to a reduction in price adjustment compensation Prepayments, Other Receivables and Other Assets (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Non-current: Lease deposits | 6,900 | 7,413 | | Current: Price adjustment compensation | 31,118 | 70,134 | | Current: Prepayments | 32,120 | 38,547 | | Current: Loans to non-controlling shareholders of subsidiaries | 27,585 | 47,483 | | Current: Funds receivable from external payment network providers | 4,813 | 7,950 | | Current: Consideration receivable for disposal of subsidiaries | 5,900 | – | | Current: Other receivables | 5,402 | 2,014 | | Current: Impairment provision | (15,468) | (18,877) | | **Total Current** | **99,044** | **154,621** | - Price adjustment compensation primarily refers to procurement rebates and payments receivable from pharmaceutical companies to compensate the Group for reduced drug sales prices under centralized procurement policies for specialty pharmacies[267](index=267&type=chunk) [15. Financial Assets at FVTPL](index=65&type=section&id=15.%20FINANCIAL%20ASSETS%20AT%20FVTPL) This note discloses that total financial assets at fair value through profit or loss amounted to **RMB 366 million**, a decrease from **RMB 632 million** at the end of 2024, comprising structured deposits, wealth management products, and money market funds with expected returns ranging from **2.10% to 4.58%** per annum Financial Assets at FVTPL (RMB thousands) | Item | June 30, 2025 (Carrying amount/Fair value) | December 31, 2024 (Carrying amount/Fair value) | | :--- | :--- | :--- | | Non-current: Structured deposits | 214,866 | 60,263 | | Current: Wealth management products | 59,711 | 474,683 | | Current: Structured deposits | – | 36,692 | | Current: Money market funds | 91,061 | 60,143 | | **Total** | **365,638** | **631,781** | - These financial assets refer to floating-rate money market funds, wealth management products, and structured deposits issued by certain banks, with expected returns ranging from **2.10% to 4.58%** per annum[269](index=269&type=chunk) [16. Trade and Bills Payables](index=65&type=section&id=16.%20TRADE%20AND%20BILLS%20PAYABLES) This note provides an aging analysis of trade and bills payables, totaling **RMB 152 million** as of June 30, 2025, a significant decrease from **RMB 413 million** at the end of 2024, with the majority due within 1 month Trade and Bills Payables (RMB thousands) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 61,814 | 216,625 | | 1 to 3 months | 45,244 | 98,870 | | 3 to 6 months | 24,795 | 64,077 | | Over 6 months | 20,109 | 33,231 | | **Total** | **151,962** | **412,803** | [17. Other Payables and Accruals](index=66&type=section&id=17.%20OTHER%20PAYABLES%20AND%20ACCRUALS) This note details other payables and accruals, totaling **RMB 495 million** as of June 30, 2025, an increase from **RMB 414 million** at the end of 2024, primarily due to a significant increase in insurance premiums payable Other Payables and Accruals (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Salaries and welfare payable | 81,069 | 110,847 | | Insurance premiums payable | 293,025 | 148,688 | | Provisions | 81,687 | 81,687 | | Other taxes payable | 22,618 | 29,663 | | Accrued expenses | 14,650 | 22,849 | | **Total** | **495,148** | **413,713** | - The balance of insurance premiums payable refers to insurance premiums collected by the Group as a trustee on behalf of insurance companies from insurance consumers until paid to the insurance companies[278](index=278&type=chunk) [18. Share Capital and Treasury Shares](index=67&type=section&id=18.%20SHARE%20CAPITAL%20AND%20TREASURY%20SHARES) This note explains changes in the company's share capital and treasury shares, with issued share capital amounting to **RMB 0.518 million** as of June 30, 2025, reflecting the issuance of **238,400 ordinary shares** upon exercise of share options, the repurchase of **14,299,800 ordinary shares** as treasury shares, and an additional repurchase of **36,673,200 ordinary shares** for the 2023 Share Award Scheme Issued and Fully Paid Share Capital (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 764,420,514 shares (2024: 764,182,114 shares) of ordinary shares with a par value of USD 0.0001 each | 518 | 518 | - For the six months ended June 30, 2025, **238,400 ordinary shares** were issued upon the exercise of share options[284](index=284&type=chunk) - A total of **36,673,200 ordinary shares** were repurchased for the 2023 Share Award Scheme, with a total consideration of **RMB 132,860,000**[285](index=285&type=chunk) - A total of **14,299,800 ordinary shares** were repurchased for a total consideration of **RMB 66,062,000** and held as treasury shares[286](index=286&type=chunk) [19. Commitments](index=68&type=section&id=19.%20COMMITMENTS) This note discloses the Group's capital commitments as of June 30, 2025, primarily for the purchase of property, plant, and equipment, amounting to **RMB 158 thousand** Capital Commitments (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Purchase of property, plant and equipment | 158 | 28 | [20. Related Party Transactions](index=69&type=section&id=20.%20RELATED%20PARTY%20TRANSACTIONS) This note details significant transactions and outstanding balances between the Group and related parties, including associate Shanxi Spai Pharmaceutical Co., Ltd. and Tencent-controlled companies, as well as key management personnel compensation - Related parties include associate Shanxi Spai Pharmaceutical Co., Ltd. and companies controlled by Tencent (Tencent is a substantial shareholder of the company)[290](index=290&type=chunk)[293](index=293&type=chunk) Significant Related Party Transactions (RMB thousands) | Type of Transaction | Related Party | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | | Provision of services | Companies controlled by Tencent | 1,872 | 845 | | Purchase of technical support services | Companies controlled by Tencent | 580 | 914 | | Purchase of products | Associate | 127 | 8,564 | | Purchase of payment services | Companies controlled by Tencent | 1,972 | 2,414 | | Loan to an associate | Associate | 6,000 | – | | Interest income | Associate | 104 | 182 | Outstanding Balances with Related Parties (RMB thousands) | Item | Related Party | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | :--- | | Total amounts due from related parties | | 7,829 | 1,755 | | Total amounts due to related parties | | 46 | 126 | - Total compensation for key management personnel amounted to **RMB 2,210 thousand** (H1 2024: RMB 2,098 thousand)[303](index=303&type=chunk) [21. Fair Value and Fair Value Hierarchy of Financial Instruments](index=73&type=section&id=21.%20FAIR%20VALUE%20AND%20FAIR%20VALUE%20HIERARCHY%20OF%20FINANCIAL%20INSTRUMENTS) This note explains the fair value measurement and hierarchy of the Group's financial instruments, where financial assets at fair value through profit or loss, primarily structured deposits, wealth management products, and money market funds, are measured using discounted cash flow valuation models (Level 2), with no transfers between fair value measurement levels during the reporting period Fair Value of Financial Assets (RMB thousands) | Item | June 30, 2025 (Carrying amount/Fair value) | December 31, 2024 (Carrying amount/Fair value) | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss | 365,638 | 631,781 | - The fair value of unlisted investments (wealth management products, money market funds, structured deposits) is estimated using discounted cash flow valuation models[305](index=305&type=chunk) - Assets measured at fair value are all classified as Level 2 of the fair value hierarchy (significant observable inputs)[310](index=310&type=chunk) - During the reporting period, there were no transfers between Level 1 and Level 2 fair value measurements for financial assets and financial liabilities, nor any transfers into or out of Level 3[312](index=312&type=chunk) [22. Events After The Reporting Period](index=75&type=section&id=22.%20EVENTS%20AFTER%20THE%20REPORTING%20PERIOD) This note states that no significant events occurred after the reporting period that would require additional disclosure or adjustment - No significant events occurred after the reporting period[314](index=314&type=chunk) [Definitions](index=76&type=section&id=Definitions) This chapter provides definitions for key terms and abbreviations used throughout the interim report to ensure consistent understanding of the report's content - This chapter lists definitions for key terms and abbreviations used in the interim report[317](index=317&type=chunk)

Charting the Future Spreading the Wings 展翅 騰 飛 構 見未 來 2025 INTERIM REPORT 中期報告 Contents 目錄 02 Corporate Information 公司資料 04 Operational Highlights 業務概覽 05 Condensed Consolidated Statement of Profit or Loss 簡明綜合損益表 07 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 簡明綜合損益及其他全面收益表 08 Condensed Consolidated Statement of Financial Position 簡明綜合財務狀況表 10 Condensed Consolidated Statement of Changes in Equity 簡明綜合權益變動表 11 Condensed Consolidated Statement of Cash Flows 簡明綜合現金流量表 13 ...

[Company Information](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Board of Directors and Senior Management](index=3&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%8F%8A%E4%B8%BB%E8%A6%81%E7%AE%A1%E7%90%86%E5%B1%A4) This section details the composition of the Board of Directors, including executive, non-executive, and independent non-executive directors, committee members, and key personnel, noting Mr. Lei YanQun's election as a non-executive director during the reporting period - The Board of Directors comprises **3 executive directors**, **4 non-executive directors**, and **4 independent non-executive directors**[7](index=7&type=chunk) - Mr. Lei YanQun was elected as a non-executive director on **July 23, 2025**, replacing Mr. Han Liu[7](index=7&type=chunk) [Company Contact and Registration Information](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E8%81%AF%E7%B5%A1%E5%8F%8A%E8%A8%BB%E5%86%8A%E4%BF%A1%E6%81%AF) This section provides essential contact and registration details, including legal advisors, auditors, registered office, headquarters, H-share registrar, principal bankers, and company website - The company's registered office is located at Room 1626, 16th Floor, Chenchuang Building, No. 198 Zhoushan East Road, Gongshu District, Hangzhou, Zhejiang Province, China[7](index=7&type=chunk) - The headquarters and principal place of business in China are located on the 21st-22nd floors of SF Headquarters Building, No. 3076 Xinghai Avenue, Nanshan District, Shenzhen, Guangdong Province, China[8](index=8&type=chunk) - The H-share registrar is Tricor Investor Services Limited[9](index=9&type=chunk) [Key Accounting Data and Financial Indicators](index=5&type=section&id=%E9%97%9C%E9%8D%B5%E6%9C%83%E8%A8%88%E6%95%B8%E6%93%9A%E5%92%8C%E8%B2%A1%E5%8B%99%E6%8C%87%E6%A8%99) [2025 Interim Results Overview](index=5&type=section&id=2025%E5%B9%B4%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E7%B8%BD%E8%A6%BD) This section summarizes the company's key financial performance for the first half of 2025, showing significant growth in revenue, gross profit, net profit, and adjusted net profit, with net profit doubling and net margin reaching a record high 2025 Interim Results Overview | Indicator | Amount (RMB million) | Year-over-year Growth | Profit Margin | | :--- | :--- | :--- | :--- | | Revenue | 10,236.0 | 48.8% | - | | Gross Profit | 680.8 | 43.8% | 6.7% | | Net Profit | 137.0 | 120.4% | 1.3% | | Adjusted Net Profit | 160.2 | 139.0% | 1.6% | - Adjusted net profit and adjusted net profit margin are non-IFRS measures[11](index=11&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) [Business Review](index=6&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) This section reviews the company's business performance in the first half of 2025, highlighting its position as China's largest third-party on-demand delivery service provider, achieving robust revenue growth and a doubling of net profit through a focus on high-quality healthy growth, increased technology investment, and rider network expansion - The company is China's **largest third-party on-demand delivery service provider**[13](index=13&type=chunk) - Revenue for the first half of 2025 increased by **48.8%** to **RMB 10,236.0 million**[14](index=14&type=chunk) - Net profit increased by **120.4%** year-over-year, with net profit margin reaching a **record high**[14](index=14&type=chunk) - As of June 30, 2025, cash and cash equivalents and short-term wealth management investments were **RMB 1,134.1 million** and **RMB 1,260.4 million** respectively, indicating a healthy cash flow and ample capital reserves[14](index=14&type=chunk) [Overview](index=6&type=section&id=%E6%A6%82%E8%A7%88) In the first half of 2025, the company implemented a 'high-quality healthy growth' strategy, leveraging local life service insights, a nationwide flexible capacity network, and digital intelligence technology to achieve steady revenue growth and a doubled net profit, reinforcing its neutral open platform positioning and differentiated competitive advantages in comprehensive on-demand delivery services - Adhering to the 'high-quality healthy growth' strategy, achieving **steady revenue growth** and a **doubling of net profit** compared to the same period in 2024[13](index=13&type=chunk) - Leveraging a neutral open platform positioning and differentiated competitive advantages centered on comprehensive high-quality on-demand delivery services[13](index=13&type=chunk) [Intra-city Delivery Services](index=7&type=section&id=%E5%90%8C%E5%9F%8E%E9%85%8D%E9%80%81) Intra-city delivery service revenue increased by 43.1% year-over-year to RMB 5,778.7 million, driven by increased catering takeout demand, robust growth in non-catering scenarios, expanded active merchant and consumer base, penetration into lower-tier cities, and proactive pricing strategies, with strategic cooperation with SF Group also contributing significant incremental revenue - Intra-city delivery service revenue increased by **43.1%** from **RMB 4,038.0 million** in the first half of 2024 to **RMB 5,778.7 million** in the first half of 2025[16](index=16&type=chunk) - Non-catering scenario revenue increased by **28.6%** year-over-year to **RMB 2,142.0 million**[16](index=16&type=chunk) - Cooperation with SF Group generated **RMB 208.0 million** in external incremental revenue, a **29.5%** year-over-year increase[21](index=21&type=chunk) [Intra-city Delivery Services for Merchants](index=7&type=section&id=%E9%9D%A2%E5%90%91%E5%95%86%E5%AE%B6%E7%9A%84%E5%90%8C%E5%9F%8E%E9%85%8D%E9%80%81) Revenue from intra-city delivery services for merchants increased by 55.4% year-over-year to RMB 4,466.9 million, driven by an expanded merchant base, optimized customer structure, deep collaboration with traffic platforms, customized services across various scenarios, and rapid growth in lower-tier markets and tea beverage delivery - Revenue from intra-city delivery services for merchants reached **RMB 4,466.9 million**, a **55.4%** year-over-year increase[17](index=17&type=chunk) - As of June 30, 2025, the number of active merchants on the platform reached **850,000** over the past 12 months, a **55%** year-over-year increase[18](index=18&type=chunk) - Tea beverage delivery revenue increased by **105%** year-over-year, with high double-digit growth across categories such as supermarket convenience, pharmaceuticals, and maternal and infant products[19](index=19&type=chunk) - Revenue in lower-tier markets maintained **high growth**, with daily average order volume in county-level areas **doubling**[20](index=20&type=chunk) [Intra-city Delivery Services for Consumers](index=8&type=section&id=%E9%9D%A2%E5%90%91%E6%B6%88%E8%B2%BB%E8%80%85%E7%9A%84%E5%90%8C%E5%9F%8E%E9%85%8D%E9%80%81) Revenue from intra-city delivery services for consumers increased by 12.7% year-over-year to RMB 1,311.8 million, primarily due to an expanded active consumer base, increased user order frequency, enhanced brand influence, upgraded services like "Exclusive Express" and "Hourly Delivery," and active expansion into lower-tier markets - Revenue from intra-city delivery services for consumers was **RMB 1,311.8 million**, a **12.7%** year-over-year increase[22](index=22&type=chunk) - As of June 30, 2025, the active consumer base reached **24.77 million** over the past 12 months[24](index=24&type=chunk) - Revenue from 'Exclusive Express' services **tripled** year-over-year, and revenue from medium-to-long distance 'Hourly Delivery' services experienced **rapid growth**[23](index=23&type=chunk)

2025 INTERIM REPORT 中期報告 2025 2025 Interim Report 中期報告 公司資料 目錄 董事 非執行董事 王文京 （董事長） 吳政平 執行董事 | 公司資料 | 2 | | --- | --- | | 財務摘要 | 4 | | 管理層討論及分析 | 5 | | 其他資料 | 23 | | 中期簡明綜合損益表 | 29 | | 中期簡明綜合全面收益表 | 30 | | 中期簡明綜合財務狀況表 | 31 | | 中期簡明綜合權益變動表 | 33 | | 中期簡明綜合現金流量表 | 35 | | 中期簡明綜合財務資料附註 | 37 | | 釋義 | 68 | 獨立非執行董事 劉俊輝 吳小慶 崔 強 監事 股東代表監事 郭新平 （主席） 李偉民 獨立監事 阮光立 馬永義 職工代表監事 任 潔 夏玉晗 審計委員會 楊雨春 （總裁） 提名委員會 吳小慶 （主任委員） 王文京 劉俊輝 薪酬與考核委員會 崔 強 （主任委員） 楊雨春 吳小慶 戰略委員會 王文京 （主任委員） 楊雨春 崔 強 聯席公司秘書 鮑 潔 魏偉峰 授權代表 劉俊輝 （主任委員） 吳政平 吳小慶 楊雨春 魏偉峰 暢捷 ...

目 錄 CONTENTS 公司資料 2 Corporate Information 財務概要 6 Financial Highlights 管理層討論與分析 8 Management Discussion and Analysis 企業管治及其他資料 37 Corporate Governance and Other Information 中期簡明綜合損益表 43 Interim Condensed Consolidated Statement of Profit or Loss | 中期簡明綜合全面收入表 | 44 | | --- | --- | | Interim Condensed Consolidated | | | Statement of Comprehensive | | | Income | | | 中期簡明綜合財務狀況表 | 45 | | Interim Condensed Consolidated | | | Statement of Financial Position | | | 中期簡明綜合權益變動表 | 47 | | Interim Condensed Consolidated ...