Company Information This section provides Republic Healthcare Limited's fundamental corporate details, including its board, key management, and listing information Company Basic Information This section provides essential company information for Republic Healthcare Limited, including its registered office, principal place of business, board members, committee members, company secretary, auditor, share registrar, and principal bankers - Key management includes Executive Director Dr. Tan Cher Sen (Chairman), Non-Executive Director Mr. Ong Liang, and Independent Non-Executive Directors Mr. Yeo Teck Chuan, Mr. Wong Yee Leong, and Ms. Kong Lai Ngo7 - The company is listed on GEM with stock code 8357, and its trading unit is 5,000 shares per board lot8 2025 Financial Highlights (Unaudited) This section presents the Group's unaudited financial performance for H1 2025, highlighting revenue decline, widening losses, and key business challenges and strategic responses Overall Financial Performance For the six months ended June 30, 2025, the Group experienced a significant decline in revenue and gross profit, with revenue decreasing by 16.7% to S$3.7 million and gross profit by 17.5% to S$2.5 million, while net loss after tax widened to S$1.20 million from S$0.15 million due to increased investment in the Philippine education business and higher staff costs Key Financial Indicators for H1 2025 | Indicator | 2025 H1 (S$) | 2024 H1 (S$) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. 3.7 million | Approx. 4.5 million | -16.7% | | Gross Profit | Approx. 2.5 million | Approx. 3.1 million | -17.5% | | Net Loss After Tax | Approx. 1.20 million | Approx. 0.15 million | Loss Widened | - The widening loss is primarily attributed to increased costs from education business expansion and higher staff expenses to retain key talent12 Business Challenges and Outlook Medical business sales declined due to intensified market competition, macroeconomic pressures, and increased compliance costs from regulatory changes, while global geopolitical tensions and macroeconomic uncertainties also challenge the Group's growth strategy, leading the Board to resolve no dividend payment for the period - Three key factors for the decline in medical business sales: intensified market competition from new entrants and existing providers, macroeconomic pressures making consumers price-sensitive and delaying non-essential treatments, and regulatory developments increasing compliance costs and operational burdens1113 - Ongoing geopolitical tensions, such as the Russia-Ukraine conflict and US-China relations, have led to subdued economic sentiment and increased cost pressures, impacting patient spending behavior and business planning15 - The Board has resolved not to declare any dividend for the period, consistent with the prior year16 Unaudited Condensed Consolidated Financial Statements This section presents the Group's unaudited consolidated financial statements, including the statement of profit or loss, financial position, changes in equity, and cash flows for the reporting period Consolidated Statement of Profit or Loss and Other Comprehensive Income This financial statement presents the Group's operating results for the six months ended June 30, 2025, showing revenue of S$3.73 million, a year-on-year decrease, and a net loss for the period widening to S$1.22 million from S$0.15 million due to the combined impact of various expenses, particularly increased other operating expenses, resulting in basic and diluted loss per share of S$0.20 cents Summary of Consolidated Statement of Profit or Loss (For the six months ended June 30) | Item | 2025 (Unaudited) S$ | 2024 (Unaudited) S$ | | :--- | :--- | :--- | | Revenue | 3,734,532 | 4,481,738 | | Employee Benefit Expenses | (2,053,166) | (1,975,387) | | Other Operating Expenses | (1,482,966) | (989,395) | | Net Loss for the Period | (1,216,725) | (149,149) | | Total Comprehensive Loss Attributable to Owners of the Company | (1,243,658) | (156,057) | | Basic and Diluted Loss Per Share (Singapore cents) | (0.20) | (0.03) | Consolidated Statement of Financial Position This statement reflects the Group's financial position as of June 30, 2025, with total assets slightly decreasing to S$13.65 million from S$14.48 million at the end of 2024, total liabilities increasing to S$2.34 million from S$1.93 million primarily due to higher lease liabilities, and consequently, net assets (equity) decreasing to S$11.31 million from S$12.55 million Summary of Consolidated Statement of Financial Position | Item | June 30, 2025 (Unaudited) S$ | December 31, 2024 (Audited) S$ | | :--- | :--- | :--- | | Total Assets | 13,649,957 | 14,478,888 | | Non-current Assets | 2,464,026 | 1,585,486 | | Current Assets | 11,185,931 | 12,893,402 | | Total Liabilities | 2,342,840 | 1,928,113 | | Non-current Liabilities | 930,183 | 490,098 | | Current Liabilities | 1,412,657 | 1,438,015 | | Net Assets | 11,307,117 | 12,550,775 | | Cash and Cash Equivalents | 9,613,162 | 11,367,752 | Consolidated Statement of Changes in Equity This statement details changes in shareholders' equity during the reporting period, showing total equity decreasing from S$12.55 million at the beginning of the period to S$11.31 million at the end, primarily due to a total comprehensive loss of S$1.24 million recorded for the period, while share capital and share premium remained unchanged - As of June 30, 2025, total equity attributable to owners of the Company decreased from S$12,550,775 at the beginning of the period to S$11,307,11722 - The decrease in equity is primarily due to a total comprehensive loss of S$1,243,658 recorded for the financial period, comprising a net loss of S$1,216,725 and exchange differences of S$26,93322 Consolidated Statement of Cash Flows This statement summarizes cash inflows and outflows for the reporting period, showing a net cash outflow from operating activities of S$0.82 million, contrasting with a net inflow of S$0.45 million in the prior year, with both investing and financing activities also resulting in net cash outflows, ultimately leading to a S$1.75 million decrease in cash and cash equivalents, with an ending balance of S$9.61 million Summary of Consolidated Statement of Cash Flows (For the six months ended June 30) | Item | 2025 (Unaudited) S$ | 2024 (Unaudited) S$ | | :--- | :--- | :--- | | Net Cash Used In/Generated From Operating Activities | (823,484) | 448,743 | | Net Cash Used In Investing Activities | (637,220) | (1,971,837) | | Net Cash Used In Financing Activities | (293,886) | (265,120) | | Decrease in Cash and Cash Equivalents | (1,754,590) | (1,788,214) | | Cash and Cash Equivalents at Beginning of Period | 11,367,752 | 11,934,070 | | Cash and Cash Equivalents at End of Period | 9,613,162 | 10,145,856 | Notes to the Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, covering general information, accounting policies, revenue breakdown, income tax, loss per share, asset and liability details, related party transactions, and contingent liabilities Notes 1-2: General Information, Basis of Presentation and Accounting Policies This section outlines the company's basic information, the basis of financial statement preparation, and key accounting policies, noting the Group's primary engagement in medical diagnostic center and healthcare-related education businesses, with statements prepared in accordance with International Financial Reporting Standards and consistent accounting policies as the 2024 audited financial statements, using Singapore Dollars as both functional and presentation currency, and detailing accounting treatments for assets like property, plant, and equipment and leases - The Group primarily engages in two main businesses: (i) operating medical diagnostic centers and providing management consultancy services in Singapore; and (ii) healthcare-related education business24 - The unaudited condensed consolidated financial statements have been reviewed by the Audit Committee and incorporate all new/revised International Financial Reporting Standards effective January 1, 2025, with no material impact on the Group2527 Notes 3-5: Revenue, Income Tax and Loss Per Share This section details revenue composition, income tax expense, and loss per share calculation, showing all Group revenue derived from medical services, with treatment services being the largest component, an income tax profit of S$11,114 recorded in H1 2025 primarily from Philippine operations, and basic and diluted loss per share of S$0.20 cents based on a S$1.24 million loss and 624 million weighted average ordinary shares Revenue by Service Type (For the six months ended June 30) | Medical Service Type | 2025 (S$) | 2024 (S$) | | :--- | :--- | :--- | | Treatment Services | 2,238,278 | 2,763,858 | | Medical Examination Services | 964,449 | 1,074,389 | | Consultation Services | 531,805 | 643,491 | | Total | 3,734,532 | 4,481,738 | Loss Per Share Calculation | Item | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (S$) | (1,243,658) | (156,057) | | Weighted Average Number of Ordinary Shares | 624,000,000 | 624,000,000 | | Loss Per Share (Singapore cents) | (0.20) | (0.03) | Notes 6-17: Details of Assets, Liabilities and Equity Items This section provides detailed information on key balance sheet items, including S$0.66 million in additions to property, plant, and equipment, primarily land and buildings, an increase in right-of-use assets and lease liabilities due to new leases, trade receivables rising from S$0.049 million to S$0.13 million, cash and cash equivalents decreasing to S$9.61 million, and a stable share capital structure with S$100 million authorized and 624 million shares issued - Additions to property, plant and equipment amounted to S$658,971 during the period, primarily comprising S$499,116 for land and buildings54 - The Group's right-of-use assets increased from S$0.73 million to S$1.29 million, and lease liabilities increased from S$0.76 million to S$1.25 million, mainly due to new leases for diagnostic center units57 - The Board resolved not to declare an interim dividend, consistent with the prior year70 Notes 18-19: Related Party Transactions and Contingent Liabilities This section discloses related party transactions, with total key management personnel compensation, including directors and senior management, increasing to S$811,987 for the period from S$769,431 in the prior year, and confirms no significant contingent liabilities or guarantees for the Group at the reporting period end Key Management Personnel Compensation (For the six months ended June 30) | Compensation Item | 2025 (S$) | 2024 (S$) | | :--- | :--- | :--- | | Salaries, Allowances and Benefits in Kind | 668,680 | 683,053 | | Directors' Fees | 108,000 | 54,000 | | Employer's Defined Contribution Scheme Contributions | 35,307 | 32,378 | | Total | 811,987 | 769,431 | - As of June 30, 2025, the Group had no significant contingent liabilities or guarantees73 Management Discussion and Analysis This section provides management's review of the Group's business and financial performance, strategic outlook, liquidity, capital structure, and the utilization of proceeds from fundraising activities Business Review and Outlook Management reviewed the Group's business as a leading general practice network in Singapore, noting a 16.7% revenue decline in H1 2025, and plans to strengthen core operations by opening new clinics and introducing specialized services, with a key strategy to invest in Langgu Bio's proprietary dendritic cell (DC) vaccine technology for expansion into Southeast Asia and Greater China, while also establishing healthcare education as a new strategic growth pillar to address industry skill gaps and create new revenue streams, currently operating five DTAP clinics - The Group entered into a letter of intent to invest in Langgu Bio's proprietary dendritic cell (DC) vaccine technology for treating malignant tumors, which has received clinical application approval in Hainan Boao Lecheng76 - This investment aims to leverage Langgu Bio's advanced technology to deepen the Group's presence in Southeast Asia and explore high-growth opportunities in Greater China77 - The Group positions healthcare education as a strategic development pillar, aiming to create new sustainable revenue streams and establish itself as a thought leader in the field by offering specialized training programs78 Financial Review This section provides a detailed analysis of the Group's financial performance, noting a 16.7% year-on-year revenue decrease to S$3.7 million, a decline in gross profit to S$2.5 million while maintaining a relatively stable gross margin, a slight 3.9% increase in employee benefit expenses due to talent retention strategies, and a significant rise in other operating expenses primarily from ongoing investment in the education business and foreign exchange losses, all contributing to the net loss attributable to owners of the Company widening to approximately S$1.2 million Financial Performance Analysis | Item | H1 2025 (S$) | H1 2024 (S$) | Change | Explanation | | :--- | :--- | :--- | :--- | :--- | | Revenue | Approx. 3.7 million | Approx. 4.4 million | -16.7% | Decline in medical business performance | | Gross Profit | Approx. 2.5 million | Approx. 3.1 million | -19.4% | Due to revenue decline | | Employee Benefit Expenses | Approx. 2.05 million | Approx. 1.98 million | +3.9% | Staff retention efforts | | Other Operating Expenses | Increased | - | - | Education business expansion and foreign exchange losses | | Loss for the Period | Approx. 1.2 million | Approx. 0.15 million | Loss Widened | Combined impact of the above factors | Liquidity, Financial Resources and Capital Structure The Group primarily funds operations through internal cash flow and shareholder contributions, holding approximately S$9.6 million in cash and cash equivalents as of June 30, 2025, with no bank borrowings, while the gearing ratio increased from 6% at the end of 2024 to 11% mainly due to higher lease liabilities, maintaining a robust capital structure comprising only issued shares, reserves, and retained earnings - As of June 30, 2025, the Group held approximately S$9.6 million in cash and cash equivalents and had no bank borrowings90 - The gearing ratio (total liabilities/total equity) increased from 6% at the end of 2024 to 11%, primarily due to lease liabilities rising from S$0.76 million to S$1.25 million91 Use of Proceeds and Progress on Business Objectives This section details the utilization of IPO and placing proceeds and the progress towards business objectives, noting that the S$9.1 million net proceeds from the initial public offering were fully utilized by June 30, 2025, while approximately S$1.27 million of the S$3.6 million from the 2021 placing remains unutilized, primarily earmarked for potential acquisitions and expansion of allied health services, expected to be deployed in H2 2025, with most prospectus business objectives either completed or fully funded - The net proceeds from the initial public offering, approximately S$9.1 million, were fully utilized by June 30, 2025102103 Use of Placing Proceeds (As of June 30, 2025) | Purpose | Revised Allocation (S$ '000) | Actual Use (S$ '000) | Balance (S$ '000) | Expected Time of Use | | :--- | :--- | :--- | :--- | :--- | | Establish new online business segment | 600 | 600 | – | – | | Acquire interest in a potential enterprise | 500 | – | 500 | H2 2025 | | Allied health and/or ancillary healthcare products | 1,000 | 441 | 559 | H2 2025 | | General working capital | 1,500 | 1,500 | – | – | | Total | 3,600 | 2,335 | 1,265 | | - Most business objectives outlined in the prospectus, such as expanding the DTAP clinic network, talent acquisition, and IT infrastructure enhancement, have had their allocated funds fully utilized106 Corporate Governance and Other Information This section details the Group's corporate governance practices, share option scheme, interests of directors and shareholders, and the Audit Committee's review of the interim financial report Corporate Governance Practices The company is committed to maintaining high corporate governance standards and has complied with the GEM Listing Rules' Corporate Governance Code, with one deviation noted during the reporting period where Chairman Dr. Tan Cher Sen also serves as CEO, an arrangement the Board deems beneficial for efficient management during a transitional period given his founder status and extensive experience, aligning with the Group's best interests - The company has one deviation from the Corporate Governance Code: the roles of Chairman (Dr. Tan Cher Sen) and Chief Executive Officer are not segregated and are held by the same individual109 - The Board considers this deviation appropriate, as Dr. Tan, as the founder, holding both roles facilitates efficient management and business development during this transitional period109 Share Option Scheme and Directors' and Shareholders' Interests This section outlines the company's share option scheme and the shareholdings of key directors and shareholders, noting that no share options have been granted since the scheme's adoption in 2018, and Chairman and Executive Director Dr. Tan Cher Sen is the controlling shareholder, holding approximately 56.29% of shares through his wholly-owned company Cher Sen Holdings Limited and in his personal capacity - Since the adoption of the Share Option Scheme in May 2018, no share options have been granted up to the date of this report112 - Chairman Dr. Tan Cher Sen is the controlling shareholder, holding 350,000,000 shares through his controlled corporation Cher Sen and 1,275,000 shares in his personal capacity, totaling approximately 56.29% interest in the company113114 - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities120 Audit Committee Review The Audit Committee, comprising three independent non-executive directors chaired by Mr. Yeo Teck Chuan, has reviewed this interim results report and the unaudited condensed consolidated financial statements, deeming them prepared in compliance with applicable accounting standards, GEM Listing Rules, and legal requirements, with sufficient disclosures made - The Audit Committee comprises three independent non-executive directors: Mr. Yeo Teck Chuan (Chairman), Mr. Wong Yee Leong, and Ms. Kong Lai Ngo123 - The Audit Committee has reviewed this interim financial report and believes it has been prepared in compliance with applicable accounting standards and Listing Rules, with sufficient disclosures made123
REPUBLIC HC(08357) - 2025 - 中期业绩