德斯控股(08437) - 2025 - 中期业绩

Company Information and Report Declaration Company Profile and Board Declaration RMH HOLDINGS LIMITED (Des Holdings Limited) announced its unaudited interim results for the six months ended June 30, 2025, with the Board confirming the announcement's accuracy and completeness - Company Name: RMH HOLDINGS LIMITED (Des Holdings Limited), Stock Code: 8437[2] - Reporting Period: Unaudited results for the six months ended June 30, 2025[2] - The Board confirms the announcement complies with the GEM Listing Rules of The Stock Exchange of Hong Kong Limited and assumes full responsibility for its accuracy, completeness, and non-misleading nature[2][3] GEM Market Characteristics and Risk Warning The GEM market, a listing platform for SMEs, entails higher investment risks, significant market volatility, and no guaranteed liquidity - The GEM market is designed for small and medium-sized companies, with investment risks higher than other listed companies on the Stock Exchange[5][9] - GEM securities may experience significant market volatility, and a highly liquid market cannot be guaranteed[6][9] - Hong Kong Exchanges and Clearing Limited and the Stock Exchange are not responsible for this report's content and make no statement regarding its accuracy or completeness[7][9] Financial Highlights and Performance Overview Summary of Key Financial Data For the six months ended June 30, 2025, the Group's revenue decreased, shifting from profit to loss, with lower EPS and no interim dividend Key Financial Data for the Six Months Ended June 30, 2025 | Metric | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 2,094 | 2,357 | (263) | -11.2% | | (Loss) Profit | (387) | 879 | (1,266) | -144.0% | | Earnings per Share (Singapore cents) | 0.03 | 0.08 | (0.05) | -62.5% | - The Board does not recommend paying an interim dividend for the six months ended June 30, 2025[11] Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, Group revenue was S$2,094 thousand, a 11.2% decrease year-on-year, turning from a S$879 thousand profit to a S$387 thousand loss, mainly due to significantly reduced other operating income and increased costs Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Summary) | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 2,094 | 2,357 | (263) | -11.2% | | Other operating income | 181 | 2,833 | (2,652) | -93.6% | | Employee benefit expenses | (928) | (1,119) | 191 | -17.1% | | Other operating expenses | (738) | (1,822) | 1,084 | -59.5% | | Finance costs | (133) | (81) | (52) | 64.2% | | (Loss) Profit before tax | (387) | 879 | (1,266) | -144.0% | | (Loss) Profit for the period | (387) | 879 | (1,266) | -144.0% | | (Loss) Profit attributable to owners of the Company | (377) | 1,180 | (1,557) | -132.0% | - Other comprehensive income (expense) for the period was S$682 thousand, primarily from exchange differences on translating foreign operations, compared to an expense of S$215 thousand in the prior period[14] Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total non-current assets were S$277 thousand, total current assets were S$4,640 thousand, with net current liabilities of S$19,592 thousand and net liabilities of S$24,200 thousand, indicating significant going concern uncertainty Condensed Consolidated Statement of Financial Position (Summary) | Item | June 30, 2025 (S$'000) | December 31, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 277 | 345 | (68) | -19.7% | | Current assets | 4,640 | 3,622 | 1,018 | 28.1% | | Current liabilities | 24,232 | 23,782 | 450 | 1.9% | | Net current liabilities | (19,592) | (20,160) | 568 | -2.8% | | Net liabilities | (24,200) | (24,412) | 212 | -0.9% | | Cash and cash equivalents | 557 | 566 | (9) | -1.6% | | Trade and other receivables | 3,468 | 2,402 | 1,066 | 44.4% | | Trade and other payables | 18,601 | 18,616 | (15) | -0.1% | | Borrowings | 584 | 112 | 472 | 421.4% | - As of June 30, 2025, the Group's current liabilities exceeded current assets by approximately S$19,592 thousand, and cash and cash equivalents were insufficient to settle outstanding balances, indicating significant uncertainty regarding its ability to continue as a going concern[17][27][29] Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the deficit in equity attributable to owners of the Company decreased from S$19,496 thousand at the beginning of the year to S$19,274 thousand, primarily due to a S$377 thousand loss for the period and S$682 thousand in other comprehensive income Condensed Consolidated Statement of Changes in Equity (Summary) | Item | January 1, 2025 (S$'000) | June 30, 2025 (S$'000) | Change (S$'000) | | :--- | :--- | :--- | :--- | | Deficit in equity attributable to owners of the Company | (19,496) | (19,274) | 222 | | Non-controlling interests | (4,916) | (4,926) | (10) | | Total deficit | (24,412) | (24,200) | 212 | | Profit (Loss) for the period | - | (377) | (377) | | Other comprehensive expense for the period | - | 678 | 678 | - Exchange fluctuation reserve increased from S$70 thousand at the beginning of the year to S$752 thousand, reflecting a positive impact from exchange differences[18] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash outflow from operating activities was S$1,358 thousand, compared to a net inflow of S$7,260 thousand in the prior period; there was no cash outflow from investing activities, and net cash inflow from financing activities was S$739 thousand, with cash and cash equivalents at period-end of S$557 thousand Condensed Consolidated Statement of Cash Flows (Summary) | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | | :--- | :--- | :--- | :--- | | Cash (used in) generated from operating activities | (1,358) | 7,260 | (8,618) | | Cash (used in) generated from investing activities | – | (6,463) | 6,463 | | Cash used in financing activities | 739 | (330) | 1,069 | | Net (decrease) increase in cash and cash equivalents | (619) | 447 | (1,066) | | Cash and cash equivalents at end of period | 557 | 558 | (1) | - Cash outflow from operating activities was primarily due to loss before tax and an increase in trade and other receivables[20] - Cash inflow from financing activities mainly resulted from S$1,392 thousand in borrowings, partially offset by repayment of lease liabilities[21] Notes to the Condensed Consolidated Financial Statements General Information The Company was incorporated in the Cayman Islands on March 22, 2017, and listed on GEM of the Stock Exchange on October 13, 2017, with its Hong Kong headquarters at Cosco Tower, 183 Queen's Road Central - The Company was incorporated as an exempted company in the Cayman Islands on March 22, 2017[23][24] - The Company's shares have been listed on GEM of the Stock Exchange since October 13, 2017[23][24] Basis of Preparation and Going Concern The condensed consolidated financial statements are prepared in accordance with IFRSs and presented in Singapore Dollars; as of June 30, 2025, the Group had net current liabilities of approximately S$19,592 thousand and insufficient cash to settle debts, indicating significant going concern uncertainty, which management is addressing through various measures including accelerated receivables collection, communication with liquidators, business streamlining, and seeking new financing - The financial statements are prepared in accordance with International Financial Reporting Standards (IFRSs) and presented in Singapore Dollars (S$)[25][26][28] - As of June 30, 2025, the Group's current liabilities exceeded current assets by approximately S$19,592 thousand, and cash and cash equivalents of approximately S$557 thousand were insufficient to immediately settle debts, raising significant doubt about its ability to continue as a going concern[27][29] - Management has implemented several measures to mitigate liquidity pressure and support going concern, including: - Accelerating the collection of trade and other receivables to replenish liquidity[33] - Actively communicating with Singapore liquidators and financial institutions to verify debt responsibilities and guarantee obligations[34] - Streamlining non-core businesses and assets, expanding new segments to improve asset utilization efficiency, and reducing operating costs[36] - Actively seeking other financing options, including introducing new investors, subscribing to debt instruments or new shares, to settle existing debts and support future operations and capital expenditures[36] Adoption of New and Revised Standards During the period, the Group adopted all relevant and effective new and revised International Financial Reporting Standards, which did not significantly impact accounting policies or financial statement amounts, and management anticipates no material impact from future IFRSs adoption - The Group has adopted all relevant new and revised International Financial Reporting Standards effective for annual periods beginning on or after January 1, 2024[38][40] - The adoption of these standards did not result in changes to accounting policies or have a significant impact on the amounts reported for the current or prior years[38][40] Critical Accounting Estimates and Judgements The Group continuously evaluates critical accounting estimates and judgments based on historical experience and reasonable expectations of future events, with significant judgments and estimation uncertainties in the current period being similar to those in the 2024 annual report - Estimates and judgments are made based on past experience and reasonable expectations of future events and are continuously evaluated[41][43] - Significant judgments and sources of estimation uncertainty made by management in applying accounting policies during the current period are similar to those described in the annual report for the year ended December 31, 2024[42][43] Revenue and Segment Information For the six months ended June 30, 2025, the Group's total revenue decreased by 11.2% year-on-year to S$2,094 thousand, with treatment services revenue significantly increasing by 110.3% to S$1,306 thousand (62.4% of total revenue), dental services revenue decreasing by 13.9% to S$788 thousand, and trade sales revenue being zero compared to S$820 thousand in the prior period Revenue Breakdown and Segment Revenue (Summary) | Business Segment | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | 2025 % of Total | 2024 % of Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Treatment services | 1,306 | 621 | 685 | 110.3% | 62.4% | 26.3% | | Dental services | 788 | 916 | (128) | -13.9% | 37.6% | 38.9% | | Trade sales | – | 820 | (820) | -100.0% | 0.0% | 34.8% | | Total | 2,094 | 2,357 | (263) | -11.2% | 100.0% | 100.0% | - Revenue from treatment services is recognized "over time," while revenue from dental services and trade sales is recognized "at a point in time"[46] - The treatment services segment turned from a loss to a profit, while the dental services and trade sales segments saw expanded losses[48] Other Operating Income For the six months ended June 30, 2025, other operating income significantly decreased by 93.6% to S$181 thousand, primarily due to a large reversal of impairment losses and foreign exchange gains in the prior period Other Operating Income (Summary) | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other income | 181 | 27 | 154 | 570.4% | | Foreign exchange gains | – | 162 | (162) | -100.0% | | Reversal of impairment losses | – | 2,644 | (2,644) | -100.0% | | Total | 181 | 2,833 | (2,652) | -93.6% | - The prior period included a S$2,644 thousand reversal of impairment losses, which was absent in the current period[50] Finance Costs For the six months ended June 30, 2025, finance costs increased by 64.2% year-on-year to S$133 thousand, mainly due to increased interest expenses on lease liabilities Finance Costs (Summary) | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest expense on borrowings | 15 | 9 | 6 | 66.7% | | Interest expense on lease liabilities | 118 | 72 | 46 | 63.9% | | Total | 133 | 81 | 52 | 64.2% | Loss Before Tax For the six months ended June 30, 2025, the loss before tax was S$387 thousand, with major expenses including S$214 thousand in professional and consulting fees and S$928 thousand in employee benefit expenses Loss Before Tax by Deducted Items (Summary) | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Professional and consulting fees | 214 | 964 | (750) | -77.8% | | Directors' remuneration | 189 | 202 | (13) | -6.4% | | Other staff costs (salaries, bonuses and other benefits) | 718 | 890 | (172) | -19.3% | | Contributions to retirement benefit schemes | 21 | 27 | (6) | -22.2% | | Total employee benefit expenses | 928 | 1,119 | (191) | -17.1% | - Professional and consulting fees significantly decreased by 77.8% year-on-year, positively contributing to loss reduction[52] Income Tax Expense No income tax expense was provided for continuing operations in the current or prior periods, with Hong Kong profits tax at 16.5% and Chinese subsidiary corporate income tax at 25% - No income tax was provided for continuing operations in the current or prior periods[53][56] - Hong Kong profits tax rate is 16.5%, and the corporate income tax rate for Chinese subsidiaries is 25%[53][54][56] Earnings (Loss) Per Share For the six months ended June 30, 2025, earnings per share attributable to owners of the Company were S$0.03 cents, a significant decrease from S$0.08 cents in the prior period, with no potential dilutive ordinary shares during the period Earnings (Loss) Per Share | Item | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Profit attributable to owners of the Company (S$'000) | 305 | 965 | (660) | | Weighted average number of ordinary shares (thousands) | 1,082,258 | 1,282,007 | (199,749) | | Earnings per Share (Singapore cents) | 0.03 | 0.08 | (0.05) | - No potential dilutive ordinary shares were issued for the six months ended June 30, 2025 and 2024, thus no diluted loss per share information is presented[59][63] Dividends The Board does not recommend paying an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend paying an interim dividend for the six months ended June 30, 2025 (2024: nil)[60][64] Property, Plant and Equipment For the six months ended June 30, 2025, the Group did not acquire any property, plant and equipment, compared to S$1,760 thousand acquired in the prior period - For the six months ended June 30, 2025, the Group acquired S$0 in property, plant and equipment (2024: S$1,760 thousand)[61][65] Intangible Assets Intangible assets primarily refer to software purchased from suppliers, with an estimated useful life of 5 years - Intangible assets refer to software purchased from vendors, with an estimated useful life of 5 years[62][66] Right-of-use Assets As of June 30, 2025, the carrying amount of right-of-use assets was S$42 thousand, a decrease from S$61 thousand as of December 31, 2024, mainly due to exchange adjustments Right-of-use Assets (Summary) | Item | June 30, 2025 (S$'000) | December 31, 2024 (S$'000) | | :--- | :--- | :--- | | Cost | 4,883 | 5,126 | | Accumulated depreciation | 4,841 | 5,065 | | Carrying amount | 42 | 61 | - Both cost and accumulated depreciation decreased due to exchange adjustments[68] Trade and Other Receivables As of June 30, 2025, total trade and other receivables amounted to S$3,468 thousand, a 44.4% increase from December 31, 2024; trade receivables significantly increased, with a high proportion over 90 days past due, and the Group made loss provisions for trade and some other receivables Trade and Other Receivables (Summary) | Item | June 30, 2025 (S$'000) | December 31, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade receivables (net of loss allowance) | 2,520 | 705 | 1,815 | 257.4% | | Deposits | – | 2,099 | (2,099) | -100.0% | | Prepayments | 349 | 301 | 48 | 15.9% | | Other receivables (net of loss allowance) | 599 | (703) | 1,302 | -185.2% | | Total | 3,468 | 2,402 | 1,066 | 44.4% | - The average credit period for trade receivables is 90 days[70][71] Ageing Analysis of Trade Receivables (Based on Invoice Date) | Ageing | June 30, 2025 (S$'000) | December 31, 2024 (S$'000) | | :--- | :--- | :--- | | 0–30 days | 13 | – | | Over 90 days | 2,507 | 705 | | Total | 2,520 | 705 | Trade and Other Payables As of June 30, 2025, total trade and other payables amounted to S$18,601 thousand, largely consistent with December 31, 2024; other payables primarily include amounts due to Singapore liquidating subsidiaries, for which the Group has received demand letters and is negotiating repayment Trade and Other Payables (Summary) | Item | June 30, 2025 (S$'000) | December 31, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 112 | 104 | 8 | 7.7% | | Accrued expenses | 2,501 | 2,594 | (93) | -3.6% | | Other payables | 13,484 | 13,226 | 258 | 2.0% | | Amounts due to directors | 1,053 | 1,105 | (52) | -4.7% | | Contract liabilities | 1,451 | 1,587 | (136) | -8.6% | | Total | 18,601 | 18,616 | (15) | -0.1% | - Other payables primarily include S$6,945 thousand due to Singapore liquidating subsidiaries; the Group has received demand letters from the liquidator for S$6,800 thousand and is negotiating repayment[77][78] Ageing Analysis of Trade Payables (Based on Invoice Date) | Ageing | June 30, 2025 (S$'000) | December 31, 2024 (S$'000) | | :--- | :--- | :--- | | 0–30 days | 7 | 35 | | Over 90 days | 105 | 69 | | Total | 112 | 104 | Lease Liabilities As of June 30, 2025, total lease liabilities amounted to S$3,519 thousand, with S$963 thousand due within 12 months Lease Liabilities (Summary) | Item | June 30, 2025 (S$'000) | December 31, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Amounts payable within 12 months | 963 | 970 | (7) | -0.7% | | Amounts payable after 12 months | 2,556 | 3,202 | (646) | -20.2% | | Total | 3,519 | 4,172 | (653) | -15.6% | Financial Guarantee Liabilities As of June 30, 2025, the Company provided corporate guarantees totaling S$6,000 thousand for bank financing to Singapore liquidating subsidiaries, of which S$4,076 thousand was utilized; due to the subsidiaries' failure to repay, the Company has made full provision for the outstanding principal and accrued interest - The Company provided corporate guarantees totaling S$6,000 thousand for bank financing to Singapore liquidating subsidiaries, of which S$4,076 thousand has been utilized[83][84] - Due to the subsidiaries' failure to repay, the Company has made full provision for the outstanding principal and accrued interest[83][84] - The related borrowings bear interest at fixed annual rates ranging from 3% to 4.5%[83][84] Share Capital As of June 30, 2025, the Company's authorized share capital was 500,000,000 shares with a par value of HK$0.20, totaling HK$100,000 thousand; issued and fully paid share capital was 66,600,000 shares, amounting to S$2,303 thousand, with no new shares issued during the period Share Capital Details | Item | Number of Shares | Par Value (HK$) | Share Capital (HK$'000) | | :--- | :--- | :--- | :--- | | Authorized share capital | 500,000,000 | 0.20 | 100,000 | | Issued and fully paid shares | 66,600,000 | - | 2,303 (S$'000) | - As of June 30, 2025, the number of issued and fully paid shares and the share capital amount remained unchanged from December 31, 2024, with no new shares issued during the period[88] Related Party Transactions As of June 30, 2025, the Group's amount payable to related party Guangdong Tianban Grand Health Industry Co., Ltd. was S$2,329 thousand, an increase from December 31, 2024; this amount is unsecured, interest-free, and repayable by March 5, 2027 Related Party Balances (Summary) | Related Party Name | Relationship | Nature of Business | June 30, 2025 (S$'000) | December 31, 2024 (S$'000) | | :--- | :--- | :--- | :--- | :--- | | Guangdong Tianban Grand Health Industry Co., Ltd. | Related party | Amount payable to a related party | 2,329 | 1,395 | - The amount payable to the related party is unsecured, interest-free, and repayable by March 5, 2027[91] - This related party is jointly controlled by a legal person of a domestic subsidiary[91] Management Discussion and Analysis Business Review For the six months ended June 30, 2025, the Company's revenue decreased by 11.2% year-on-year, primarily due to changes in business structure in 2025 and reduced contributions from Hong Kong healthcare products; current revenue mainly stems from Hong Kong treatment services, Hong Kong healthcare products, and mainland China dental clinics - The Company's revenue decreased by 11.2% year-on-year, mainly due to changes in business structure in 2025[93][96] - Since December 2024, the Group's revenue contributions primarily come from original Hong Kong treatment services, Hong Kong healthcare products, and dental clinics in mainland China, with a reduced contribution from Hong Kong healthcare products[93][96] Business Outlook The Group primarily operates in dental implant and dermatological medical aesthetics and treatment services, with a two-year business development plan in place; the Company sees significant potential in the mainland China and Hong Kong markets, considers its current business model viable, and plans to focus resources on dental and dermatological services while maintaining a prudent and proactive investment strategy - The Group primarily operates in dental implant and dermatological medical aesthetics and treatment services, having formulated a two-year business development plan and operational objectives in 2023[94][97] - For the six months ended June 30, 2025, dental services revenue accounted for approximately 37.6% of total revenue, and dermatological medical aesthetics and treatment services revenue accounted for approximately 62.4%[94][97] - The Company believes the vast population base and aging trend in mainland China and Hong Kong offer broad market space for future development, and its existing business model is viable and effective[95][97] - The Company will concentrate its main resources to actively support and promote the continuous development of dental business and dermatological medical aesthetics and treatment services, while maintaining a prudent and proactive investment strategy[98][100] Financial Review This section provides a detailed review of the Group's financial performance for the six months ended June 30, 2025, including revenue composition, changes in costs and expenses, and their impact on the loss for the period Revenue Analysis For the six months ended June 30, 2025, the Group's total revenue decreased by 11.2% year-on-year to S$2,094 thousand; treatment services revenue significantly increased by 110.3% to S$1,306 thousand, becoming the primary income source; dental services revenue decreased by 13.9% to S$788 thousand; and trade sales revenue was zero, compared to S$820 thousand in the prior period Revenue Details | Business Type | June 30, 2025 (S$'000) | % of Total | June 30, 2024 (S$'000) | % of Total | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Treatment services | 1,306 | 62.4 | 621 | 26.3 | 685 | 110.3% | | Dental services | 788 | 37.6 | 916 | 38.9 | (128) | -13.9% | | Trade sales | – | – | 820 | 34.8 | (820) | -100.0% | | Total | 2,094 | 100.0 | 2,357 | 100.0 | (263) | -11.2% | - The decrease in trade sales revenue (primarily from stem cell supplements and other medical products) from S$820 thousand to S$0 was the main reason for the overall revenue decline[104][108] Consumables and Medical Supplies Used For the six months ended June 30, 2025, the cost of consumables and medical supplies used was S$494 thousand, a slight year-on-year decrease consistent with reduced revenue from prescription and dispensing services; costs are primarily influenced by quantities used and procurement costs Cost of Consumables and Medical Supplies Used | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Consumables and medical supplies used | 494 | 519 | (25) | -4.8% | - The decrease in cost is consistent with the reduction in revenue generated from prescription and dispensing services[105][109] - Costs are primarily influenced by the quantity of medicines and consumables used and their procurement costs, depending on the number of patient visits, treatment procedures, and complexity[106][109] Other Operating Income For the six months ended June 30, 2025, other operating income was S$181 thousand, a significant decrease from S$2,833 thousand in the prior period, mainly due to a large reversal of impairment losses on investments in joint ventures and foreign exchange gains in the prior period Other Operating Income Composition | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | | :--- | :--- | :--- | | Other income | 181 | 27 | | Foreign exchange gains | – | 162 | | Reversal of impairment losses | – | 2,644 | | Total | 181 | 2,833 | - The prior period included a S$2,644 thousand reversal of impairment losses and S$162 thousand in foreign exchange gains, both absent in the current period[50][107][110] Other Direct Costs Other direct costs primarily consist of laboratory fees for outsourced blood, urine, and other testing services, as the Group opts for outsourcing due to insufficient internal demand to support related investments - Other direct costs primarily arise from laboratory fees for providing patient blood, urine, and other testing services[111][114] - The Group chooses to outsource medical testing services because internal demand is insufficient to support the necessary investment in developing expertise and internal infrastructure[112][114] Employee Benefit Expenses For the six months ended June 30, 2025, employee benefit expenses were S$928 thousand, a 17.1% year-on-year decrease, while the total number of employees increased from 33 in the prior period to 38 Employee Benefit Expenses Composition | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Directors' remuneration | 189 | 202 | (13) | -6.4% | | Other staff costs (salaries, bonuses and other benefits) | 718 | 890 | (172) | -19.3% | | Contributions to retirement benefit schemes | 21 | 27 | (6) | -22.2% | | Total employee benefit expenses | 928 | 1,119 | (191) | -17.1% | - As of June 30, 2025, the total number of employees (excluding directors) was 38, an increase from 33 in the prior period[117][118] Depreciation of Property, Plant and Equipment Depreciation is calculated using the straight-line method, primarily covering professional medical equipment, computer office equipment, and leasehold improvements; depreciation methods, useful lives, and residual values are regularly reviewed - Depreciation is recognized on a straight-line basis over the estimated useful lives of each component of property, plant and equipment[118][120] - Key categories include: - Professional equipment, mainly medical equipment used in clinics (e.g., skin laser equipment)[121] - Computer and office equipment used for operations at various premises[121] - Leasehold improvements for leased operational premises[121] - Depreciation methods, useful lives, and residual values are reviewed and adjusted at each reporting period end, with medical and office equipment generally depreciated over three to five years[119][120] Depreciation of Right-of-use Assets Right-of-use assets are depreciated over the shorter of the lease term or the useful life of the underlying asset, with increased depreciation primarily due to the adoption of new accounting standards - Right-of-use assets are depreciated over the shorter of the lease term or the useful life of the underlying asset[122][127] - The increase in depreciation is primarily due to the adoption of new accounting standards[122][127] Other Operating Expenses For the six months ended June 30, 2025, other operating expenses significantly decreased by 59.5% year-on-year to S$738 thousand, primarily including rent and property maintenance, administrative fees, and professional and consulting fees Other Operating Expenses | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other operating expenses | 738 | 1,822 | (1,084) | -59.5% | - Other operating expenses include rent and property maintenance, administrative fees, professional and consulting fees, net foreign exchange losses, and other expenses[123][128] Finance Costs Finance costs are primarily attributable to interest expenses on term loans and lease liabilities under IFRS 16 - Finance costs comprise interest expenses on term loans and lease liabilities under IFRS 16[124][129] Income Tax Expense No provision for income tax expense was made for the six months ended June 30, 2025 - No provision for income tax expense was made for the six months ended June 30, 2025[125][130] Loss for the Period Due to the combined impact of the aforementioned factors, the Group recorded a loss of S$387 thousand for the six months ended June 30, 2025, a 144% significant decrease from a profit of S$879 thousand in the prior period (Loss) Profit for the Period | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | Change (S$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | (Loss) Profit for the period | (387) | 879 | (1,266) | -144.0% | - The loss for the period was primarily influenced by the combined effects of decreased revenue, significantly reduced other operating income, and increased finance costs[131] Interim Dividend The Board does not recommend paying an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend paying an interim dividend for the six months ended June 30, 2025 (2024: nil)[132][136] Capital Structure, Liquidity and Financial Resources As of June 30, 2025, the Group's total deficit was S$24,200 thousand, with net current liabilities of S$19,592 thousand; the Group primarily funds its operations through internal cash flow, bank loans, and new share issuance, with an asset-liability ratio of 120.32% and a net cash outflow from operating activities of S$1,358 thousand - As of June 30, 2025, the Group's total deficit was approximately S$24,200 thousand (December 31, 2024: S$24,412 thousand)[134][137] - The Group primarily funds its operations through internally generated cash flows, bank loans, and the issuance of new shares[134][137] Capital Structure and Liquidity Ratios | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bank balances and cash | S$557 thousand | S$566 thousand | | Net current liabilities | S$19,592 thousand | S$20,160 thousand | | Asset-liability ratio | 120.32% | 116.3% | | Net cash from operating activities | (S$1,358) thousand | S$7,260 thousand | Material Investments, Major Acquisitions and Disposals of Subsidiaries For the six months ended June 30, 2025, the Group primarily transferred a joint venture to the subsidiary's consolidated financial statements - For the six months ended June 30, 2025, the Group primarily transferred a joint venture to the subsidiary's consolidated financial statements[138][142] Foreign Exchange Risk The Group primarily operates in Singapore, Hong Kong, and mainland China, with transactions settled in Singapore Dollars and Hong Kong Dollars; management believes the Group's business is not exposed to significant foreign exchange risk as there are no material financial assets or liabilities denominated in currencies other than the functional currency of the operating entities, and no foreign currency hedging was undertaken in historical periods - The Group primarily conducts business in Singapore, Hong Kong, and mainland China, with most transactions settled in Singapore Dollars and Hong Kong Dollars, respectively[139][143] - Management believes the business is not exposed to any significant foreign exchange risk, as there are no material financial assets or liabilities denominated in currencies other than the respective functional currencies of the operating entities[139][143] - No foreign currency hedging was undertaken during the historical record period[139][143] Future Plans for Material Investments and Capital Assets The Group will continue to diversify its services and product offerings through mergers and acquisitions to meet medical, health, and beauty needs, actively seeking acquisition targets and cooperation opportunities, especially in Hong Kong, the Greater Bay Area, Singapore, and ASEAN regions - The Group will continue to diversify its services and product offerings through mergers and acquisitions to meet individuals' medical, health, and beauty needs[140][144] - It will actively seek acquisition targets and cooperation opportunities to explore further collaborations in Hong Kong, the Greater Bay Area, Singapore, and ASEAN[140][144] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[141][145] Employees and Remuneration Policies As of June 30, 2025, the Group had 38 employees (excluding doctors), with staff costs of S$928 thousand; remuneration is determined based on market compensation, job performance, time commitment, and responsibilities, with internal/external training and year-end discretionary bonuses provided to attract and retain talent - As of June 30, 2025, the Group had 38 employees (including part-time staff but excluding doctors), an increase from 33 in the prior period[146][148] Staff Costs | Item | June 30, 2025 (S$'000) | June 30, 2024 (S$'000) | | :--- | :--- | :--- | | Staff costs (including directors' remuneration) | 928 | 1,119 | - Remuneration is determined based on comparable market compensation, job performance, time commitment, and individual responsibilities, with training and year-end discretionary bonuses provided to attract and retain talent[146][148] Pledge of the Group's Assets As of June 30, 2025, and December 31, 2024, the Group had no pledged assets - As of June 30, 2025, and December 31, 2024, the Group had no pledged assets[147][149] Corporate Governance and Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Mr. Li Zongshun, the Company's Vice Chairman, held a long position of 300,000 ordinary shares, representing approximately 0.45% of the share capital; other directors and chief executives held no other disclosable interests or short positions in shares, underlying shares, or debentures Directors' Long Positions in the Company's Ordinary Shares | Director Name | Nature of Interest | Number of Shares | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Li Zongshun | Beneficial owner | 300,000 | 0.45% | - Mr. Li Zongshun's shareholding is adjusted based on the share consolidation effective November 26, 2024[153][154] - Save as disclosed above, no other directors or chief executives held any interests or short positions in the shares, underlying shares, or debentures required to be disclosed under the Securities and Futures Ordinance[155][157] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Dr. Loh Teck Hiong and his spouse Ms. Fung Yuen Yee held 10,501,200 shares through Brisk Success, representing 15.77% equity; Mr. Li Mingcheng held 6,648,400 shares through HK MZ Health Investment Management Group Limited, representing 9.98% equity, and beneficially owned 34,800 shares Substantial Shareholders' Long Positions in the Company's Ordinary Shares | Shareholder Name/Name | Capacity/Nature of Interest | Number of Shares Interested | % of the Company's Interest | | :--- | :--- | :--- | :--- | | Loh Teck Hiong | Interest in controlled corporation | 10,501,200 | 15.77% | | Brisk Success | Beneficial owner | 10,501,200 | 15.77% | | Fung Yuen Yee | Spouse's interest | 10,501,200 | 15.77% | | Li Mingcheng | Interest in controlled corporation | 6,648,400 | 9.98% | | Li Mingcheng | Beneficial owner | 34,800 | 0.05% | | HK MZ Health Investment Management Group Limited | Beneficial owner | 6,648,400 | 9.98% | - Dr. Loh Teck Hiong holds 70% equity in Brisk Success and is therefore deemed to have an interest in the shares held by Brisk Success[160] - Ms. Fung Yuen Yee, as Dr. Loh Teck Hiong's spouse, is deemed to have an interest in all shares in which Dr. Loh has an interest[160] Compliance with the Model Code The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers under the GEM Listing Rules, and all directors have confirmed compliance with the code for the six months ended June 30, 2025 - The Company has adopted the Model Code as set out in Rules 5.48 to 5.67 of the GEM Listing Rules[162][166] - All directors have confirmed compliance with the Model Code for the six months ended June 30, 2025[162][166] Corporate Governance Practices The Board is committed to achieving high standards of corporate governance, has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules, and confirms compliance with all applicable code provisions for the six months ended June 30, 2025 - The Board is committed to achieving high standards of corporate governance to manage business risks, enhance transparency, achieve high levels of accountability, and protect stakeholders' interests[163][167] - The Company has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules as its own corporate governance code[164][167] - The Company has complied with all applicable code provisions of the Corporate Governance Code for the six months ended June 30, 2025[164][167] Share Option Scheme The Company adopted a share option scheme on September 22, 2017; for the six months ended June 30, 2025, no share options were granted, exercised, lapsed, or cancelled, with 600,000 options remaining unexercised at period-end and zero options available for grant - The Company adopted a share option scheme on September 22, 2017[168][169] - For the six months ended June 30, 2025, no share options were granted, exercised, lapsed, or cancelled under the share option scheme[168][169] Share Option Movements (Summary) | Item | January 1, 2025 | Granted | Exercised | Lapsed | Cancelled | June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Employee share options | 600,000 | – | – | – | – | 600,000 | Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[171][174] Rights to Acquire Shares or Debentures by Directors For the six months ended June 30, 2025, no rights to acquire benefits through the acquisition of Company shares or debentures were granted to or exercised by any director or their spouse/minor children, nor did the Company enter into any related arrangements - For the six months ended June 30, 2025, no rights to acquire benefits through the acquisition of the Company's shares or debentures were granted to or exercised by any director or their respective spouses or children under 18 years of age[172][175] - Neither the Company, its holding company, nor any of its subsidiaries or fellow subsidiaries entered into any arrangements enabling directors to acquire such rights in any other body corporate[172][175] Compliance with the Code of Conduct for Securities Transactions by Directors The Company has adopted a code of conduct for directors' securities transactions that is no less exacting than the GEM Listing Rules, and all directors have confirmed continuous compliance with this code for the six months ended June 30, 2025 - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standards set out in Rules 5.48 to 5.67 of the GEM Listing Rules[173][176] - All directors confirmed continuous compliance with the required dealing standards and the Company's adopted code of conduct throughout the six months ended June 30, 2025[173][176] Compliance with Non-Competition Undertaking The independent non-executive directors have reviewed the implementation of the non-competition deed and believe that the controlling shareholders have complied with the non-competition undertaking for the six months ended June 30, 2025 - Controlling shareholders Brisk Success and Dr. Loh have undertaken not to directly or indirectly engage in any business that competes with or is similar to the Group's business[177][181] - The independent non-executive directors believe that the controlling shareholders have complied with the undertakings under the non-competition deed for the six months ended June 30, 2025[178][182] Dividends The Board does not recommend paying an interim dividend for the six months ended June 30, 2025 - The Board does not recommend paying an interim dividend for the six months ended June 30, 2025[179][183] Events After the Reporting Period No significant events occurred after the six months ended June 30, 2025, and up to the date of this report - No significant events occurred after the six months ended June 30, 2025, and up to the date of this report[180][184] Audit Committee The Company's Audit Committee, established on September 22, 2017, comprises three independent non-executive directors, chaired by Mr. Zhou Yingnan; its primary responsibilities include reviewing and monitoring financial reporting processes and internal control systems, and it has reviewed the unaudited condensed consolidated financial statements for the current period - The Audit Committee was established on September 22, 2017, in compliance with the GEM Listing Rules and the Corporate Governance Code[185][189] - The committee consists of three independent non-executive directors, with Mr. Zhou Yingnan serving as Chairman[185][189] - Its main responsibilities include reviewing and monitoring financial reporting processes and internal control systems, and it has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025[186][189]