中国医疗集团(08225) - 2025 - 中期业绩

Company Information GEM Listing Characteristics and Directors' Responsibility Statement This announcement highlights the higher investment risk of the HKEX GEM market and states that the company's directors bear full responsibility for the accuracy, completeness, and non-misleading nature of the announcement's content - The GEM market is positioned as a listing platform for high-investment-risk companies, and investors should carefully consider potential risks[1] - The company's directors jointly and individually confirm that the information contained in this announcement is accurate, complete, and not misleading in all material respects[2] Interim Results Summary Summary of Financial Performance for H1 2025 For the six months ended June 30, 2025, China Medical Group achieved approximately 18% growth in revenue and profit before tax, with stable gross margin, but the board does not recommend a dividend 2025 H1 Key Financial Indicators | Indicator | 2025 H1 (RMB) | 2024 H1 (RMB) | Year-on-Year Growth | | :--- | :--- | :--- | :--- | | Revenue | 21,620,241 | 18,293,013 | 18.19% | | Profit Before Tax | 10,234,000 | 8,651,000 | 18.30% | | Gross Profit | 13,945,000 | 11,982,000 | 16.38% | | Gross Profit Margin | 64.5% | 65.5% | -1.0% | - The Board recommends not to declare any dividend for the six months ended June 30, 2025[3] Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Unaudited) For the six months ended June 30, 2025, the Group's revenue and operating profit both saw significant growth, with net profit up 18.31% year-on-year, and basic and diluted EPS at 0.87 cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Unaudited) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 21,620 | 18,293 | | Cost of Sales | (7,675) | (6,311) | | Staff Costs | (2,330) | (2,280) | | Administrative Expenses | (1,389) | (1,040) | | Operating Profit | 10,230 | 8,666 | | Profit Before Tax | 10,234 | 8,651 | | Net Profit for the Period | 8,699 | 7,353 | | Earnings Per Share (Basic and Diluted) | 0.87 cents | 0.74 cents | Condensed Consolidated Statement of Financial Position (Unaudited) As of June 30, 2025, the Group's total assets and net assets increased, with a significant rise in trade receivables within current assets, while trade payables decreased Condensed Consolidated Statement of Financial Position (Unaudited) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Non-Current Assets | 8,016 | 8,324 | | Current Assets | 102,003 | 92,636 | | Trade and Bills Receivables | 63,778 | 57,584 | | Cash and Cash Equivalents | 23,732 | 14,194 | | Current Liabilities | 31,603 | 31,243 | | Trade Payables, Other Payables and Accrued Charges | 5,623 | 8,298 | | Net Current Assets | 70,400 | 61,393 | | Net Assets | 78,416 | 69,717 | | Total Equity | 78,416 | 69,717 | Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2025, the Group's net cash generated from operating activities significantly increased, with cash and cash equivalents at period-end reaching RMB 23,732 thousand Condensed Consolidated Statement of Cash Flows (Unaudited) | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 9,538 | 2,883 | | Net Cash Used in Investing Activities | 0 | (165) | | Net Cash Used in Financing Activities | 0 | 0 | | Net Increase in Cash and Cash Equivalents | 9,538 | 2,718 | | Cash and Cash Equivalents at End of Period | 23,732 | 6,858 | Condensed Consolidated Statement of Changes in Equity (Unaudited) As of June 30, 2025, the Group's total equity increased to RMB 78,416 thousand, primarily due to the contribution from net profit for the period Condensed Consolidated Statement of Changes in Equity (Unaudited) | Indicator | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Equity at Beginning of Period | 69,717 | 84,183 | | Net Profit for the Period | 8,699 | 7,353 | | Total Equity at End of Period | 78,416 | 91,536 | Notes to the Condensed Consolidated Financial Statements General Information China Medical Group Company Limited, incorporated in Cayman Islands and listed on HKEX, primarily provides one-stop integrated pharmaceutical services in China, aiming to become a comprehensive medical terminal service group under an internet architecture - The Company was incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange on July 10, 2003[13] - The principal business is to provide one-stop integrated pharmaceutical services in China, including clinical research, post-marketing surveillance, real-world studies, medical research activities, medical marketing services, and other pharmaceutical services[13] - The Group is committed to becoming a comprehensive medical terminal service group under an internet architecture[13] Statement of Compliance with New and Revised International Financial Reporting Standards The company complies with new and revised HKFRSs issued by HKICPA, effective January 1, 2025, which have not caused significant changes to accounting policies, financial statement presentation, or reported amounts - The Company complies with the new and revised Hong Kong Financial Reporting Standards (HKFRSs) issued by the Hong Kong Institute of Certified Public Accountants (HKICPA) relevant to its Hong Kong operations, effective January 1, 2025[13] - The adoption of the new and revised HKFRSs has not caused significant changes to the Company's accounting policies, financial statement presentation, or reported amounts for the current and prior periods[13] Accounting Policies and Basis of Presentation The condensed consolidated financial statements are prepared in RMB according to applicable HKFRSs, HK GAAP, GEM Listing Rules, and Hong Kong Companies Ordinance - The unaudited condensed consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards issued by the HKICPA, Hong Kong Generally Accepted Accounting Principles, the applicable disclosure provisions of the GEM Listing Rules, and the disclosure requirements of the Hong Kong Companies Ordinance[15] - The unaudited condensed consolidated financial statements for the current period are presented in RMB, which is also the functional currency of the Group[16] Revenue The Group primarily engages in research, development, academic promotion, and clinical registration services, with total revenue increasing by 18.19% year-on-year, 100% from Post-Marketing Surveillance (PMS) services - The Group is principally engaged in research, development, academic promotion, and clinical registration services[17] Revenue Composition | Revenue Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Post-Marketing Surveillance (PMS) | 21,620 | 18,293 | | Total Revenue | 21,620 | 18,293 | - The Group's total revenue for the current period increased by 18.19% compared to the same period in 2024, with PMS revenue increasing by approximately 18.19%[18] Administrative Expenses Administrative expenses for the period were RMB 1,389 thousand, a 33.56% increase from the same period in 2024 Administrative Expenses | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Administrative Expenses | (1,389) | (1,040) | - Administrative expenses increased by 33.56% compared to the same period in 2024[20] Earnings Per Share Basic and diluted earnings per share for the period were 0.87 cents, up from 0.74 cents in the prior year, mainly due to increased net profit attributable to company owners - Basic earnings per share are calculated by dividing the unaudited net profit attributable to owners of the Company of approximately RMB 8,699,000 (2024: RMB 7,353,000) by the weighted average number of ordinary shares of the Company, which is 995,351,660 shares for the period[21] Earnings Per Share | Indicator | 2025 (cents) | 2024 (cents) | | :--- | :--- | :--- | | Basic Earnings Per Share | 0.87 | 0.74 | | Diluted Earnings Per Share | 0.87 | 0.74 | Taxation The Group had no taxable profit in Hong Kong, with China corporate income tax rates ranging from 9%-25%, and some subsidiaries benefiting from a 15% preferential tax rate due to tax incentives - The Group did not generate any taxable profit in Hong Kong during the period, thus no provision for Hong Kong profits tax was made[22] - China corporate income tax rates range from 9%-25%, and some subsidiaries enjoy a 15% preferential income tax rate due to being located in tax-preferential regions and belonging to industries eligible for tax incentives[22] Dividends The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the current period (2024: nil)[23] Trade and Bills Receivables As of June 30, 2025, total trade and bills receivables increased to RMB 63,778 thousand, with a significant increase in amounts aged 7 to 12 months Trade and Bills Receivables Aging Analysis | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 6 months | 21,689 | 27,401 | | 7 to 12 months | 27,022 | 6,043 | | 13 to 18 months | 5,185 | 5,947 | | 19 to 24 months | 4,582 | 1,225 | | 25 to 30 months | 1,225 | 0 | | Over 36 months | 4,075 | 16,968 | | Total | 63,778 | 57,584 | Trade and Other Payables and Accrued Charges As of June 30, 2025, total trade payables decreased to RMB 5,623 thousand, primarily due to a significant reduction in payables aged over 36 months Trade Payables Aging Analysis | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 30 days | 6 | 81 | | 31 to 90 days | 17 | 0 | | 91 to 365 days | 51 | 58 | | Over 365 days | 5,549 | 8,159 | | Total | 5,623 | 8,298 | Management Discussion and Analysis Business Review China Medical Group provides full-chain services from drug R&D to sales, focusing on Post-Marketing Surveillance (PMS) and Real-World Study (CHG RWS), building core capabilities through RWD, RWS, and AI to become a leader in real-world clinical research services - The Group provides full-chain services from drug research and development to market sales, initially focusing on Pharmaceutical Development Services (PDS), registration, and pre-market clinical research, and later gradually focusing on Post-Marketing Surveillance (PMS), especially Real-World Study (CHG RWS)[27] - The Group's business vision is to become a leader in real-world clinical research services, focusing on five major areas: mental and psychological disorders, neurological disorders, allergic diseases, rare diseases, and viral infectious diseases[27] - This business vision is achieved through the construction of three core capabilities: Real-World Data (RWD), Real-World Study (RWS), and Artificial Intelligence (AI)[27] - In the first half of 2025, the Group's business developed steadily, with strong demand for post-marketing CRSO services, and the establishment of a biosample testing laboratory to serve clinical research[28] Financial Review For the six months ended June 30, 2025, the Group's revenue, profit before tax, and net profit all achieved approximately 18% year-on-year growth, while total administrative expenses and staff costs increased by 12.02% 2025 H1 Financial Performance | Indicator | 2025 H1 (RMB) | 2024 H1 (RMB) | Year-on-Year Growth | | :--- | :--- | :--- | :--- | | Revenue | 21,620,241 | 18,293,013 | 18.19% | | Profit Before Tax | 10,234,000 | 8,651,000 | 18.30% | | Net Profit | 8,699,000 | 7,353,000 | 18.31% | | Total Administrative Expenses and Staff Costs | 3,719,000 | 3,320,000 | 12.02% | - Revenue from post-marketing medical clinical services, clinical research, medical liaison, and medical marketing services accounted for 100% of total revenue[30] Liquidity, Financial Resources, and Gearing Ratio As of June 30, 2025, the Group's net current assets and net assets both increased, funding operations through self-generated working capital with no borrowings, making the gearing ratio inapplicable. Future funding will consider various methods to support development Liquidity Indicators | Indicator | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Net Current Assets | 70,400,000 | 61,393,000 | | Net Assets | 78,416,000 | 69,717,000 | - The Group funds its operations through its own working capital and has no borrowings, thus the gearing ratio is not applicable[31] - The Group will consider further fundraising through bank loans, new share issues, convertible notes, new bond issues, and other methods to meet working capital and long-term funding needs for future development[32] Outlook Facing current pharmaceutical industry challenges, the Group aims to achieve breakthrough growth through innovative business models, digital medical capabilities, specialized field breakthroughs, brain science research, and big data labs, while building digital specialized clinics Unicorn Business Model in New Blue Ocean Market The Group launched "RWS-Therapy" and "D-CRCO" models, leveraging big data clinical research and digital technology to redefine treatment and commercialization - Launched the "Research-Oriented Therapy RWS-Therapy Model" to conduct big data research on five major specialties' clinical conditions and diseases through real-world clinical studies, guiding medication treatment[34] - Launched the "Digital Clinical Research-Oriented Promotion D-CRCO Model" to precisely empower product commercialization using big data clinical research[34] Building Digital Medical Combat Power The Group will build a comprehensive medical terminal service complex, supported by intelligent digital and medical technologies, covering the entire scenario from R&D to patient recovery, forming a closed-loop system - Building a comprehensive medical terminal service complex supported by intelligent digital and medical technologies, covering the entire scenario from R&D to patients[35] - Forming a closed-loop system from scientific research to rehabilitation and cure, encompassing hospital big data clinical research, digital scientific research product promotion, digital R&D-oriented clinical research specialties, special medical drug diagnosis, and rehabilitation tourism medical services[35] Breakthrough in Healing - Becoming a Leading Research and Academic Institution in Anti-Allergy The Group aims to be a global anti-allergy center, providing services from clinical research to commercial pharmacy zones, collaborating with institutions, and utilizing RWS-THERAPY and CRCO platforms for post-marketing real-world clinical research - The Group's BaiMin Anti-Allergy Center is committed to becoming a global leading anti-allergy center, providing services in the anti-allergy field from clinical research to commercial pharmacy BaiMin specialty zones[36] - Collaborating with multiple medical institutions and large chains to establish BaiMin Allergy Prevention and Treatment Specialties and BaiMin Anti-Allergy Zones; currently, more than six out of ten anti-allergy drugs are completed by the BaiMin Clinical Research Center[36] - Utilizing RWS-THERAPY and CRCO platforms to conduct post-marketing real-world clinical research, assisting enterprises in digital academic promotion[36] Pioneer in Brain Science Research and Digital Academic Promotion The Group has extensive experience in brain science, particularly Alzheimer's research, and is committed to clinical and big data research in stroke dementia, epilepsy, Parkinson's, and ALS, aiming to leverage these strengths for more projects - The XiEn Anti-Dementia Research Group has participated in clinical research for 80% of products in this field, including Donepezil, Memantine, Rivastigmine, and traditional Chinese medicine[37] - The XiEn Brain Science Digital Clinical Research Center has long been committed to clinical and big data research in stroke dementia, epilepsy, Parkinson's, and Amyotrophic Lateral Sclerosis (ALS), participating in or organizing over 60% of major national brain science clinical research projects[37][38] Big Data Lab for New Drug Discovery and Medication Guidance The Group's "RWS Wanquan Center" plans to re-screen and combine existing drugs through big data real-world clinical research to find optimal treatment plans, such as studying how drugs like Yueting prevent stroke, COPD, cardiovascular disease, and lung cancer - The "RWS Wanquan Center" plans to re-screen and combine existing drugs through big data real-world clinical research to find optimal treatment plans[39] - Researching how drugs like Yueting prevent diseases such as stroke, COPD, cardiovascular disease, and lung cancer in tobacco addiction[39] Building Digital Specialty Clinics The Group collaborates with top medical institutions and leading pharmacy chains to establish research-digital specialty clinics and zones, including Yueting Smoking Cessation, XiEn Psychology, BaiMin Fever & Cough, and Antiviral Drug Research & Treatment, with plans to expand to more hospitals and cloud institutions - Established research-digital specialty clinics and zones with multiple top medical institutions in Beijing, Shanghai, Guangzhou, and leading pharmacy chains and digital medical groups such as Gaoji Medical, Neptune Chain, Weiyi Group, and Miaoshou Medical[40] - Specialty zones include Yueting Smoking Cessation Research and Treatment, XiEn Psychology Research and Treatment, BaiMin Fever & Cough Research and Treatment, and Antiviral Drug Research and Treatment[40] - Plans to launch Group-branded specialty clinics and Wanquan specialty pharmacy zones in more hospitals and cloud institutions[41] Dividends The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (2024: nil)[42] Material Investments There were no material investments during the period - Other than as disclosed in this announcement, there were no material investments during the period (2024: nil)[43] Material Commitments As of June 30, 2025, the Group had no material capital commitments - As of June 30, 2025, the Group had no material capital commitments (December 31, 2024: nil)[44] Material Acquisitions and Disposals of Subsidiaries and Associates During the period, the Group did not undertake any material acquisitions or disposals of subsidiaries and associates - During this period, the Group did not undertake any material acquisitions or disposals of subsidiaries and associates (2024: nil)[45] Pledges of Assets As of June 30, 2025, the Group had no available banking facilities or pledges of any assets - As of June 30, 2025, the Group had no available banking facilities (December 31, 2024: RMB 0)[46] - As of June 30, 2025, the Group had no pledges of any assets (2024: nil)[47] 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 (2024: nil)[48] Capital Structure The company's capital structure remained unchanged during the period, with approximately 995,351,660 shares issued - The company's capital structure (including ordinary shares and capital reserves) remained unchanged during the period[49] - As of June 30, 2025, approximately 995,351,660 shares were issued[49] Future Plans for Material Investments or Capital Assets Other than those disclosed, the Group has no future plans for material investments or capital assets - Other than those disclosed in this announcement, the Group has no future plans for material investments or capital assets[50] Foreign Exchange Risk The Group's transactions are predominantly denominated in RMB, and foreign currency risk is closely monitored, with hedging undertaken when necessary - During the review period, the vast majority of the Group's transactions were denominated in RMB[51] - The Group closely monitors its foreign currency risk from time to time and will undertake appropriate hedging when necessary[51] Financial Policy The Board will continue to follow a prudent policy in managing cash and maintaining strong liquidity to capitalize on future growth opportunities - The Board will continue to follow a prudent policy in managing the Group's cash and maintaining strong and healthy liquidity[52] - This ensures the Group can fully capitalize on future growth opportunities[52] Events After Reporting Period As of the announcement date, there have been no significant subsequent events for the Company or the Group after June 30, 2025 - There have been no significant subsequent events for the Company or the Group from June 30, 2025, up to the date of this announcement[53] Human Resources Employees and Remuneration Policy The Group's remuneration policy is based on individual performance, offering benefits such as salaries, bonuses, medical care, pension contributions, and share option schemes. As of June 30, 2025, total employees were 44, with total salaries of approximately RMB 2,330,000 - The Group's remuneration policy is primarily determined by individual employee performance, offering benefits such as salaries, bonuses, medical and pension contributions, and a share option scheme[54][56] - As of June 30, 2025, the Group had a total of 44 employees, and total salaries for the period, including those of employees and directors, amounted to approximately RMB 2,330,000 (2024: approximately RMB 2,280,000)[56] - The Group provides employees with training and development opportunities and utilizes a share option scheme to incentivize eligible participants[55][57] Other Information Purchase, Sale or Redemption of the Company's Shares Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during this period[59] Competing Interests As of June 30, 2025, none of the Company's directors, management shareholders, or their associates had any interests in businesses that compete or may compete with the Group's business - As of June 30, 2025, none of the Company's directors or management shareholders and their respective associates had any interests in businesses that compete or may compete with the Group's business[60] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Any Associated Corporations As of June 30, 2025, directors and the chief executive held interests in the shares, underlying shares, and debentures of the Company and its associated corporations, with Mr. Guo Xia holding approximately 72.70% of the total share interest Directors' and Chief Executive's Share Interests | Name | Capacity | Number of Shares (excluding equity derivatives) | Number of Shares held under physically settled equity derivatives | Total Number of Shares | Approximate Percentage of Interest (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Guo Xia | Beneficial Owner | 114,701,941 | 18,150,000 | 132,851,941 | 13.35% | | Guo Xia | Controlled Corporation Interest | 590,716,637 | - | 590,716,637 | 59.35% | | Former Director Song Xuemei | Beneficial Owner | 6,500 | 410,000 | 416,500 | 0.04% | | Zhang Li | Beneficial Owner | 960,000 | - | 960,000 | 0.96% | | Ni Binhui | Beneficial Owner | 100,000 | 100,000 | 200,000 | 0.02% | | Former Director Qiu Rui | Beneficial Owner | - | 120,000 | 120,000 | 0.01% | | Former Director Zhen Ling | Beneficial Owner | - | 100,000 | 100,000 | 0.01% | - Mr. Guo Xia is deemed to have substantial share interests through his wholly-owned entities, Winsland Agents Limited and Venturepharm Holdings Inc[63] Substantial Shareholders' Interests As of June 30, 2025, Winsland Agents Limited and Venturepharm Holdings Inc. were substantial shareholders, holding 35.10% and 15.01% (beneficial owner) of the Company's shares, respectively, directly or indirectly Substantial Shareholders' Share Interests | Name | Capacity | Number of Shares | Percentage of Interest | | :--- | :--- | :--- | :--- | | Winsland Agents Limited | Beneficial Owner | 349,368,873 | 35.10% | | Winsland Agents Limited | Controlled Corporation Interest | 241,347,764 | 24.25% | | Bright Excel Assets Limited | Beneficial Owner | 91,915,181 | 9.23% | | Venturepharm Holdings Inc. | Beneficial Owner | 149,432,583 | 15.01% | | Venturepharm Holdings Inc. | Controlled Corporation Interest | 91,915,181 | 9.23% | - Winsland Agents Limited and Venturepharm Holdings Inc. are deemed to have interests in the shares of Bright Excel Assets Limited[66] Directors' Rights to Acquire Shares or Debentures Other than the disclosed share option scheme, there were no arrangements during the period enabling directors or their associates to subscribe for shares or debentures of the Company or its associated corporations - Other than the disclosed share option scheme, at no time during the period was the Company, its holding company, or any of its subsidiaries or associated corporations a party to any arrangement that would enable the Company's directors and chief executive or their respective associates to subscribe for shares or debentures of the Company or any associated corporation, or to obtain benefits by acquiring shares or debentures of the Company or any other body corporate[67] Share Option Scheme Purpose of the Share Option Scheme The Share Option Scheme aims to acknowledge qualified participants' contributions, offer opportunities to own company shares, incentivize performance, attract and retain talent, and promote the Group's long-term development - The Share Option Scheme aims to acknowledge the contributions and potential contributions that eligible participants have made or may make to the Group[70] - It provides eligible participants with an opportunity to own individual shares in the Company, thereby incentivizing their performance and efficiency, attracting and retaining talent, and benefiting the Group's long-term development[70] Eligible Participants Eligible participants include the Group's directors, employees, consultants, contractors, and beneficiaries of discretionary trusts or beneficial owners of entities, as determined by the Board - Eligible participants include any director, employee (whether full-time or part-time), consultant, advisor, or contractor of the Group, or any entity in which any member of the Group holds an interest[68] - This also includes any discretionary trust whose discretionary objects include any director, employee, consultant, or contractor of the Group or any invested entity; and any beneficial owner company of any director, employee, consul, or contractor of the Group or any invested entity[68] Exercise Price of Share Options The exercise price of share options must not be less than the highest of the closing price on the offer date, the average closing price of the preceding five business days, and the nominal value of the share - The exercise price of share options shall not be less than the highest of: (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the offer date of the specific option; (ii) the average closing price for the five business days immediately preceding the offer date of the specific option; and (iii) the nominal value of the shares on the offer date of the specific option[69] Maximum Number of Shares Available for Subscription Under the Share Option Scheme The total number of shares under the Share Option Scheme is limited to 30% of issued shares, with an initial scheme mandate limit of 10%, which can be refreshed by shareholders' approval up to 10% of issued shares - The total limit on the number of shares that may be issued upon the exercise of all granted and outstanding options shall not exceed 30% of the issued shares (the Scheme Limit)[71] - The scheme mandate limit is 10% of the total number of issued shares as of the date of approval of the Share Option Scheme[71] - The Company may, with the approval of shareholders in a general meeting, refresh the scheme mandate limit at any time, provided that the refreshed limit does not exceed 10% of the issued shares as of the date of approval[71] Maximum Entitlement for Each Eligible Participant Unless approved by shareholders, the total number of shares issued and to be issued upon exercise of options granted to each eligible participant in any 12-month period shall not exceed 1% of the issued shares - Unless approved by shareholders, the total number of shares issued and to be issued upon the exercise of options granted to each eligible participant (including both exercised and outstanding options) in any 12-month period shall not exceed 1% of the issued shares[72] - The total number of shares available for issue under the share option scheme is 88,947,166 shares, representing 8.94% of the total issued shares as of the date of this interim results announcement[72] Performance Targets Unless otherwise determined by the Board, there are no performance targets that must be met or achieved before exercising options - Unless otherwise determined by the Board, there are no performance targets that must be met or achieved before exercising the options[73] Minimum Period for Holding Options Unless otherwise determined by the Board, there is no minimum period for holding options before they can be exercised under the terms of the Share Option Scheme - Unless otherwise determined by the Board, there is no minimum period for holding the option before it can be exercised under the terms of the Share Option Scheme[75] Subscription Price of Shares The subscription price must be at least the highest of the closing price on the grant date, the average closing price of the preceding five business days, and the nominal value of the share - The subscription price must be at least the highest of: (a) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of grant; (b) the average closing price of the shares as stated in the daily quotation sheet of the Stock Exchange for the five business days immediately preceding the date of grant; and (c) the nominal value of the shares[76] Amount Payable on Acceptance of Option Each eligible participant must pay HKD 1.00 to the Company upon accepting an option offer, payable within 21 days from the offer date - Each eligible participant shall pay HKD 1.00 to the Company upon acceptance of an option offer, which shall be payable within 21 days from the date of the offer[77] Time of Exercise of Option Options may be exercised at any time within the option period notified by the Board to each grantee, but not later than 10 years from the grant date - Options may be exercised at any time within the option period notified by the Board to each grantee, provided that no option shall be exercisable later than 10 years from the date of grant[78] Details of Movements in Share Options As of June 30, 2025, the total number of share options was 21,030,000, with no grants, exercises, lapses, or cancellations during the period Share Option Movements Details | Participant Category/Name | Exercise Price Per Share (HKD) | Grant Date | Balance as of Jan 1, 2025 | Granted During Period | Exercised During Period | Lapsed During Period | Cancelled During Period | Balance as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Director Guo Xia | 0.450 | June 30, 2015 | 9,150,000 | - | - | - | - | 9,150,000 | | Director Guo Xia | 0.504 | March 24, 2021 | 9,000,000 | - | - | - | - | 9,000,000 | | Ni Binhui | 0.504 | March 24, 2021 | 100,000 | - | - | - | - | 100,000 | | Group Employees | 0.45 | June 30, 2015 | 280,000 | - | - | - | - | 280,000 | | Group Employees | 0.504 | March 24, 2021 | 2,500,000 | - | - | - | - | 2,500,000 | | Total | | | 21,030,000 | - | - | - | - | 21,030,000 | - No other share options were granted, exercised, cancelled, or lapsed during the period of this announcement[81] Corporate Governance Corporate Governance Practices The company's corporate governance practices are based on the principles and code provisions of Appendix 15 of the GEM Listing Rules, emphasizing board quality, transparency, and accountability to shareholders, with deviations in the separation of Chairman and CEO roles and independent non-executive directors' attendance at general meetings - The Company's corporate governance practices are based on the principles and code provisions stipulated in the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules[82] - The Company has not appointed a Chief Executive Officer, with daily management handled by executive directors and senior management, which deviates from Code Provision C.2.1 requiring separation of Chairman and Chief Executive Officer roles[82] - Independent non-executive directors should attend general meetings to gain a full and fair understanding of shareholders' views, and the Board should invite the chairmen of the Audit Committee and other committees to attend annual general meetings to answer questions; the Company has deviations in this regard[82] Directors' Securities Transactions The Company adopted a code of conduct for directors' securities transactions no less stringent than GEM Listing Rules, confirming all directors complied during the period - The Company has adopted a code of conduct for directors' securities transactions, the terms of which are no less stringent than the required standards of dealing set out in Rules 5.48 to 5.67 of the GEM Listing Rules[83] - All directors' securities transactions during this period complied with the required standards of dealing and the code of conduct[83] Audit Committee The Audit Committee, comprising four independent non-executive directors chaired by Ms. Liu Na, reviews company reports and internal controls, and has reviewed the unaudited consolidated results for the period, deeming them compliant with accounting standards and adequately disclosed - The Audit Committee comprises four independent non-executive directors, namely Ms. Liu Na (Chairperson), Dr. Ni Binhui, Mr. Guo Tong, and Mr. Wu Shuangsi[84] - Its primary responsibilities are to review the Company's annual reports and accounts, half-yearly reports, and quarterly reports, as well as the Group's internal control systems, and to provide advice and recommendations to the Board[84] - The Audit Committee has reviewed the Group's unaudited consolidated results for the current period and is of the opinion that they have been prepared in compliance with applicable accounting standards and requirements and have been adequately disclosed[84] Sufficiency of Public Float As of the announcement date, the Company maintained a sufficient public float - Based on publicly available information and to the best of the Board's knowledge as of the date of this announcement, the Company maintained a sufficient public float[85] By Order of the Board Board Composition As of the announcement date, the Board comprises two executive directors (Mr. Guo Xia, Mr. Guo Ruimeng), one non-executive director (Dr. Zhang Li), and four independent non-executive directors (Dr. Ni Binhui, Mr. Guo Tong, Mr. Wu Shuangsi, Ms. Liu Na) - As of the date of this announcement, the Board comprises two executive directors (Mr. Guo Xia and Mr. Guo Ruimeng), one non-executive director (Dr. Zhang Li), and four independent non-executive directors (Dr. Ni Binhui, Mr. Guo Tong, Mr. Wu Shuangsi, and Ms. Liu Na)[86]