GUANZE MEDICAL(02427) - 2025 - 中期业绩

Announcement Overview Company Information This announcement presents the interim results for the six months ended June 30, 2025, for Guanze Medical Information Industry (Holding) Co., Ltd. (Stock Code: 2427), including changes in the use of net proceeds from the global offering - Company Name: Guanze Medical Information Industry (Holding) Co., Ltd. - Stock Code: 2427[2] - Registered Place: A limited liability company incorporated in the Cayman Islands[2] Reporting Period This report covers the Group's unaudited condensed consolidated interim results for the six months ended June 30, 2025 - Reporting Period: Six months ended June 30, 2025[2][3] - Report Nature: Unaudited condensed consolidated interim results announcement[3] Condensed Consolidated Interim Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group achieved a profit of RMB 3,438 thousands, reversing the loss from the same period last year, with total revenue decreasing by 20.3% to RMB 31,855 thousands, but profit before tax and earnings per share significantly improved Profit or Loss and Other Comprehensive Income Key Data | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 31,855 | 40,030 | | Cost of Sales | (18,472) | (18,150) | | Gross Profit | 13,383 | 21,880 | | Other Income and Other Gains and Losses | 6,140 | 1,319 | | Selling and Distribution Expenses | (5,727) | (8,451) | | Administrative Expenses | (6,773) | (6,858) | | Research and Development Expenses | (2,265) | (1,508) | | Reversal of/(Provision for) Impairment Losses on Trade and Other Receivables | 1,088 | (1,643) | | Finance Costs | (298) | (264) | | Other Expenses | (985) | (1,674) | | Profit Before Tax | 4,563 | 2,801 | | Income Tax Expense | (1,125) | (2,938) | | Profit/(Loss) and Total Comprehensive Income/(Expense) for the Period | 3,438 | (137) | Profit Attributable to Owners of the Company and Earnings Per Share | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit/(Loss) Attributable to Owners of the Company (RMB thousands) | 3,368 | (160) | | Non-controlling Interests (RMB thousands) | 70 | 23 | | Basic and Diluted Earnings/(Loss) Per Share | RMB 0.003 yuan | RMB (0.0002) yuan | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total non-current assets increased, total current assets slightly decreased, but total current liabilities reduced, maintaining a robust net current asset position, with both net assets and total equity growing Financial Position Key Data | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current Assets | | | | Property, Plant and Equipment | 58,555 | 48,624 | | Total Non-current Assets | 69,640 | 58,686 | | Current Assets | | | | Inventories | 23,768 | 14,371 | | Trade and Bills Receivables | 137,320 | 174,190 | | Cash and Cash Equivalents | 33,975 | 28,226 | | Total Current Assets | 235,427 | 245,482 | | Current Liabilities | | | | Trade Payables | 3,527 | 560 | | Bank Borrowings | 15,045 | 17,712 | | Total Current Liabilities | 40,505 | 43,507 | | Net Current Assets | 194,922 | 201,975 | | Net Assets | 264,562 | 260,506 | | Total Equity | 264,562 | 260,506 | Notes to the Condensed Consolidated Interim Financial Statements 1. General Information The Group was incorporated in the Cayman Islands as an investment holding company on December 11, 2020, and listed on the Main Board of the Hong Kong Stock Exchange on December 29, 2022, primarily engaged in selling medical imaging film products, providing medical imaging cloud services, and selling software in China - The Company was incorporated as a limited liability company in the Cayman Islands on December 11, 2020, as an investment holding company[7] - The Company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on December 29, 2022[7] - The Group's principal businesses include sales of medical imaging film products, provision of medical imaging cloud services, and sales of software[7][10] 2. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited - Financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and applicable disclosure requirements of the Listing Rules of the Stock Exchange[8] 3. Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis, consistent with the accounting policies and methods of computation used in the annual consolidated financial statements for the year ended December 31, 2024, with no significant impact from the first-time application of revised Hong Kong Financial Reporting Standards during this interim period - Basis of preparation: Historical cost basis, except for certain financial instruments measured at fair value (where applicable)[9] - Consistency of accounting policies: Consistent with those presented in the annual consolidated financial statements for the year ended December 31, 2024[9] - Application of revised Hong Kong Financial Reporting Standards: First applied during this interim period, but with no significant impact on the Group's financial position and performance[11] 4. Operating Segment Information The Group has only one reportable operating segment, with all revenue and non-current assets generated and held in China, thus no geographical segments are presented; this period saw a decrease in the proportion of medical imaging film product sales revenue and a significant increase in software sales revenue - Reportable operating segment: The Group has only one reportable operating segment, measured based on profit before tax[12] - Geographical segments: Not presented, as all revenue is generated in China and non-current assets are located in China[12] Operating Revenue Composition | Revenue Source | H1 2025 Share | H1 2024 Share | | :--- | :--- | :--- | | Sales of Medical Imaging Film Products | 60% | 68% | | Provision of Medical Imaging Cloud Services | 6% | 16% | | Sales of Software | 34% | 16% | Major Customer Revenue | Customer | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Customer A | 10,726 | N/A (below 10%) | | Customer B | N/A (below 10%) | 5,822 | 5. Revenue, Other Income and Other Gains and Losses Total revenue for the period decreased by 20.3%, primarily due to reduced income from medical imaging film products and medical imaging cloud services, though software sales revenue grew significantly, while other income and gains and losses substantially increased, mainly driven by government grants Revenue Analysis Revenue from Contracts with Customers by Type of Goods or Services | Revenue Type | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Sales of Medical Imaging Film Products | 19,169 | 27,346 | | Provision of Medical Imaging Cloud Services | 1,960 | 6,419 | | Sales of Software | 10,726 | 6,265 | | Total | 31,855 | 40,030 | Timing of Revenue Recognition | Recognition Method | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Goods transferred at a point in time | 29,895 | 33,611 | | Services transferred over time | 1,960 | 6,419 | | Total | 31,855 | 40,030 | Contract Liabilities - Contract liabilities refer to the Group's obligation to provide services to customers for which consideration has been received[18] Revenue Recognized from Contract Liabilities | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue recognized, included in beginning balance of contract liabilities | 536 | 384 | Performance Obligations - Sales of medical imaging film products: Performance obligations are satisfied upon acceptance of consumables, with payment generally due within 90 to 365 days after customer acceptance[22] - Provision of medical imaging cloud services: Performance obligations are satisfied progressively as services are provided, with payment made in advance along with medical imaging film products[23] - Sales of software: Performance obligations are recognized when software is delivered and the customer has the ability to use and benefit from the software, with payment generally due within 365 days after customer acceptance[24] Transaction Price Allocated to Remaining Performance Obligations | Term | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within one year | 3,512 | 5,691 | | Over one year | 2,516 | 5,964 | | Total | 6,028 | 11,655 | Other Income and Other Gains and Losses Analysis Other Income and Other Gains and Losses | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest on bank deposits | 52 | 599 | | Government grants | 6,097 | 507 | | Gain on early termination of lease contracts | 4 | — | | Net exchange (loss)/gain | (70) | 212 | | Others | 57 | 1 | | Total | 6,140 | 1,319 | - Government grants primarily refer to subsidies received from local governments for rewarding the Group's financial contributions and VAT subsidies, with no unfulfilled conditions attached[26] 6. Profit Before Tax The Group's profit before tax for the six months ended June 30, 2025, was RMB 4,563 thousands, an increase from the same period last year, with major deductions including cost of inventories sold, employee benefit expenses, research and development costs, depreciation, and amortisation Major Deductions from Profit Before Tax | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of inventories sold | 16,988 | 16,317 | | Cost of services provided | 855 | 1,833 | | Employee benefit expenses | 6,446 | 7,112 | | Research and development costs (excluding employee benefit expenses) | 520 | 29 | | Depreciation of property, plant and equipment | 3,144 | 3,005 | | Depreciation of right-of-use assets | 186 | 281 | | Amortisation of intangible assets | 644 | 14 | | Loss on disposal of property, plant and equipment | 985 | 1,567 | 7. Income Tax Expense Income tax expense for the period was RMB 1,125 thousands, a significant year-on-year decrease of 62.1%, mainly due to over-provision of tax in the period and deferred tax income generated, with Jinan Guanze, a Group subsidiary, enjoying a 15% preferential corporate income tax rate as a high-tech enterprise Income Tax Expense Analysis | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | PRC enterprise income tax (current year) | 1,121 | 3,349 | | Over-provision in prior years | (857) | — | | Deferred tax | 861 | (411) | | Income tax expense for the period | 1,125 | 2,938 | - Jinan Guanze (a subsidiary of the Group) is recognised as a high-tech enterprise, enjoying a 15% preferential corporate income tax rate, and was renewed in 2024[30] 8. Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025, following the final dividend of HKD 2.1 cents per ordinary share declared on March 28, 2024, for the year ended December 31, 2023 - H1 2025: No interim dividend is recommended[32] - March 28, 2024: A final dividend of HKD 2.1 cents per ordinary share for the year ended December 31, 2023, totaling approximately RMB 18,194 thousands, was declared[32] 9. Earnings/(Loss) Per Share Basic and diluted earnings per share attributable to owners of the Company for the period was RMB 0.003 yuan, a significant improvement from the loss per share of RMB (0.0002) yuan in the prior year, primarily due to the period's profit turnaround, with no diluted adjustment made as there were no outstanding potential dilutive ordinary shares Earnings/(Loss) Per Share Calculation Data | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit/(Loss) for the period attributable to owners of the Company for basic and diluted earnings/(loss) per share calculation | 3,368 | (160) | | Weighted average number of ordinary shares for basic and diluted earnings/(loss) per share calculation | 936,082,000 | 943,020,500 | | Basic and Diluted Earnings/(Loss) Per Share | RMB 0.003 yuan | RMB (0.0002) yuan | - No adjustment was made to basic earnings/(loss) per share for dilution as there were no outstanding potential dilutive ordinary shares during the period[36] 10. Trade and Bills Receivables As of June 30, 2025, the Group's net trade and bills receivables amounted to RMB 137,320 thousands, a decrease from the end of 2024, with reduced provision for credit losses and the Group using an expected credit loss model for impairment analysis Net Trade and Bills Receivables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables | 138,343 | 178,519 | | Bills receivables | 5,425 | 3,624 | | Less: provision for credit losses | (6,448) | (7,953) | | Net amount | 137,320 | 174,190 | Aging Analysis of Trade Receivables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 year | 129,927 | 163,215 | | 1 to 2 years | 1,968 | 7,351 | | Total | 131,895 | 170,566 | Movement in Provision for Credit Losses | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Beginning balance | 7,953 | 4,754 | | Reversal of/(provision for) impairment losses on trade receivables | (1,505) | 3,199 | | Ending balance | 6,448 | 7,953 | - Impairment analysis uses an expected credit loss model, with expected credit loss rates based on days past due for customer groups with similar loss patterns[38] 11. Trade Payables As of June 30, 2025, the Group's total trade payables amounted to RMB 3,527 thousands, a significant increase from the end of 2024, all due within one year and non-interest bearing Aging Analysis of Trade Payables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 year | 3,527 | 560 | | Total | 3,527 | 560 | - Trade payables are non-interest bearing[40] 12. Bank Borrowings As of June 30, 2025, the Group's total bank borrowings were RMB 15,045 thousands, a decrease from the end of 2024, with RMB 7,500 thousands secured and the remainder unsecured, bearing effective interest rates ranging from 3.10% to 3.90% per annum, all denominated in functional currency Bank Borrowings Composition | Type | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Secured | 7,500 | 7,500 | | Unsecured | 7,545 | 10,212 | | Total | 15,045 | 17,712 | - Secured bank borrowings are collateralized by the Group's buildings with a net book value of approximately RMB 8,051 thousands[41] Bank Borrowings Effective Interest Rate | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Effective interest rate on fixed-rate bank borrowings | 3.10% to 3.90% per annum | 3.10% to 3.90% per annum | - All of the Group's bank borrowings are denominated in the same currency as the functional currency of the relevant Group entities[45] Undrawn Bank Borrowing Facilities | Type | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Fixed-rate — Expiring after one year | 3,200 | — | Business and Financial Review Business Review The Group, as a comprehensive medical imaging solution provider in Shandong Province, primarily offers medical imaging film products and medical imaging cloud services, with software sales revenue significantly increasing this period, while both medical imaging film product and medical imaging cloud service revenues declined - The Company is a comprehensive medical imaging solution provider based in Shandong Province, primarily engaged in providing medical imaging film products and medical imaging cloud services[48] - The Group has been distributing international medical imaging film products since 2016, offering self-owned brand products since 2018, and entered the medical imaging cloud services market in 2017[49] 1. Sales of Medical Imaging Film Products and Software - Products sold include medical imaging film products purchased from international brands and self-owned "Guanze Huiyi" brand medical imaging film products and software[50] - Software sales revenue for H1 2025 was approximately RMB 10.7 million (H1 2024: RMB 6.3 million), primarily due to increased digitalization in hospitals[50] - Sales revenue from medical imaging film products for H1 2025 was approximately RMB 19.2 million (H1 2024: RMB 27.3 million), a year-on-year decrease of 29.7%, mainly due to lower prices for medical imaging film products for some customers[50] 2. Provision of Medical Imaging Cloud Services - Four types of medical imaging cloud services are provided: digital medical imaging cloud storage platform, digital medical imaging platform, regional imaging diagnosis platform, and PACS system[51] - Revenue from medical imaging cloud services for H1 2025 was approximately RMB 2.0 million (H1 2024: approximately RMB 6.4 million), a year-on-year decrease of 68.8%[51] Our Strategies The Group plans to further develop its business through geographical expansion, strengthening medical imaging cloud service offerings (including strategic acquisitions and software/hardware upgrades), expanding its product portfolio, brand promotion, and building its own cloud film servers - Expand into eastern Shandong Province to broaden the customer base and further consolidate market position in Shandong Province[52] - Enhance medical imaging cloud service offerings through strategic acquisitions, obtaining medical device registration certificates, and upgrading software and hardware[52] - Expand product portfolio to horizontally extend the value chain[52] - Participate in trade exhibitions to continuously promote the brand and increase market awareness[52] - Build self-owned cloud film servers[52] Future Outlook Facing the widespread application of large language models and generative AI, the healthcare sector is moving towards digital intelligence, with Chinese policies supporting AI medical applications, increasing AI tool penetration in top-tier hospitals, and AI-assisted diagnosis in grassroots hospitals addressing resource shortages; the company plans to leverage startup technology to develop AI-assisted diagnostic software and build a smart healthcare AI system using existing cloud platform data to improve medical service quality and efficiency - 2024 marks the first year of widespread commercial application of large language models and generative AI, with the healthcare sector gradually moving towards digital intelligence development[54] - Chinese policies (such as the "New Generation Artificial Intelligence Development Plan") explicitly support AI medical applications, making smart healthcare a new direction for national future healthcare industry development policies[54][55] - The Group plans to leverage the technological knowledge and professional experience of startup companies to develop AI-assisted diagnostic software, supporting medical personnel through medical image detection, confirmation, and diagnostic recommendations[55] - Utilize raw data such as digital medical images and diagnostic reports to establish a smart healthcare AI system, automating medical data processing, reducing the workload of doctors and nurses, and improving medical service quality and efficiency[56] The Group's Business Development Strategies The Group is committed to strengthening operational risk management, building a strong brand strategy, and enhancing financial risk control to address market challenges and seize transformation opportunities, focusing on developing medical imaging cloud services in response to the global trend of medical imaging film digitalization and supportive Chinese government policies, with strong R&D capabilities as the cornerstone of long-term competitiveness - Strengthen operational risk management: Enhance business training, supervise all processes such as storage, sales, and installation of medical devices, and establish a recall system[57] - Build a strong brand strategy: Enhance the value of the brand as an intangible asset[58] - Strengthen financial risk control: Focus on capital operation risk control, including inventory management, preventing capital recovery risks, and strengthening working capital risk management[59] - Market opportunities: Global medical imaging film is transitioning from traditional to digital, and Chinese government policies (such as "Opinions of the General Office of the State Council on Promoting the Development of 'Internet + Healthcare'") support the construction of national and regional health platforms to promote data sharing, bringing huge market opportunities for medical imaging cloud services[60][61] - R&D capabilities: The Group possesses strong R&D capabilities, which are the cornerstone of long-term competitiveness and a driving force for future growth[61] Financial Review The company achieved a profit of RMB 3.4 million for the period, with a net profit margin of 10.7%, reversing the loss from the prior year; total revenue decreased by 20.3%, mainly due to reduced income from medical imaging film products and medical imaging cloud services, though software sales revenue grew significantly; gross profit margin declined, but increased government grants and reduced selling and distribution expenses positively impacted profitability Revenue - Total revenue for the period decreased by 20.3% to approximately RMB 31.9 million (H1 2024: RMB 40.0 million)[63] - Sales revenue from medical imaging film products decreased by 29.7% to approximately RMB 19.2 million, mainly due to lower product prices for some customers[63] - Sales revenue from software increased by 69.8% to approximately RMB 10.7 million, mainly due to increased digitalization in hospitals[64] - Revenue from medical imaging cloud services decreased by 68.8% to approximately RMB 2.0 million[65] Cost of Sales - Cost of sales for the period increased by 1.6% to approximately RMB 18.5 million (H1 2024: RMB 18.2 million), primarily due to a significant decrease in unit cost of imaging film products and a 12% increase in sales volume[66] Gross Profit - Gross profit for the period decreased by RMB 8.5 million to approximately RMB 13.4 million (H1 2024: RMB 21.9 million), mainly due to a significant decrease in revenue[67] - Gross profit margin for the period decreased by approximately 12.7 percentage points to approximately 42.0% (H1 2024: 54.7%), mainly due to a decrease in the average selling price of medical imaging film products[67] Other Income and Other Gains and Losses - Other income and other gains and losses for the period increased by approximately RMB 4.8 million to approximately RMB 6.1 million (H1 2024: RMB 1.3 million), primarily attributable to an increase in government grant income of approximately RMB 5.6 million[68] Selling and Distribution Expenses - Selling and distribution expenses for the period decreased by approximately RMB 2.7 million to approximately RMB 5.7 million (H1 2024: RMB 8.5 million), mainly due to reduced sales of medical imaging film products through distributors, leading to lower channel fees[69] Administrative Expenses - Administrative expenses for the period decreased by approximately RMB 0.1 million to approximately RMB 6.8 million (H1 2024: RMB 6.9 million), remaining stable[70] Finance Costs - Finance costs for the period were approximately RMB 0.3 million (H1 2024: RMB 0.3 million), remaining stable[71] Income Tax Expense - Income tax expense for the period decreased by approximately RMB 1.8 million or 62.1% to approximately RMB 1.1 million (H1 2024: RMB 2.9 million), due to over-provision of tax in the period and deferred tax income generated[72] Profit/(Loss) for the Period and Net Profit Margin - The Group's profit for the period was approximately RMB 3.4 million (H1 2024 loss: RMB 0.1 million)[73] - Net profit margin for the period was approximately 10.7% (H1 2024: net loss margin 0.3%)[73] Liquidity and Financial Resources As of June 30, 2025, the Group maintained a robust liquidity position with net current assets of RMB 194.9 million and increased cash and cash equivalents; net cash from operating activities was RMB 15.6 million, and the gearing ratio decreased due to reduced bank borrowings - As of June 30, 2025, the Group recorded net current assets of approximately RMB 194.9 million (December 31, 2024: RMB 202.0 million)[74] - Cash and cash equivalents balance increased by approximately RMB 5.8 million to approximately RMB 34.0 million (December 31, 2024: RMB 28.2 million)[74] - Net cash generated from operating activities for the period was approximately RMB 15.6 million (H1 2024: RMB 9.7 million)[74] - Net cash used in investing activities for the period was approximately RMB 7.0 million (H1 2024: RMB 13.7 million), primarily for the acquisition and prepayment of property, plant and equipment[74] - Net cash used in financing activities for the period was approximately RMB 2.9 million (H1 2024: net inflow of RMB 31.5 million), mainly due to repayment of bank loans[74] Prepayments, Other Receivables and Other Assets - Prepayments, other receivables and other assets increased by approximately RMB 14.4 million to approximately RMB 43.1 million (December 31, 2024: RMB 28.7 million), mainly due to prepayments to suppliers during the period[75] Bank Borrowings - As of June 30, 2025, the Group had outstanding interest-bearing bank loans of RMB 15.0 million (December 31, 2024: RMB 17.7 million)[76] - Bank loans bear interest at an annual rate ranging from 3.1% to 3.9%[76] Contingent Liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[77] Capital Commitments - As of June 30, 2025, the Group had no significant capital commitments[78] Foreign Exchange Risk - The Group's transactions are denominated in RMB, cash and cash equivalents are primarily denominated in RMB and HKD, and borrowings are denominated in RMB[79] - As the Group's exposure to exchange rate fluctuations is minimal, no foreign currency hedging policy is currently implemented[79] Pledge of Assets - As of June 30, 2025, the Group pledged certain buildings with a net book value of approximately RMB 8.1 million as collateral for a portion of its interest-bearing bank borrowings[80] Gearing Ratio - As of June 30, 2025, the Group's gearing ratio decreased by 1.1% to 5.7% (December 31, 2024: 6.8%), mainly due to the reduction in interest-bearing bank borrowings[81] Significant Investments The Group made no significant investments during the period or had any future plans for significant investments as of the date of this announcement - The Group made no significant investments during the period, nor did it have any future plans for significant investments or capital assets as of the date of this announcement[82] Significant Acquisitions and Disposals The Group had no significant acquisitions or disposals of subsidiaries, consolidated entities, or associates during the period - The Group had no significant acquisitions or disposals of subsidiaries, consolidated entities, or associates during the period[83] Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[84] Employees and Remuneration Policy As of June 30, 2025, the Group had 58 employees; its remuneration policy complies with relevant laws, market conditions, and employee performance, and is regularly reviewed; the Group provides training programs and participates in central retirement schemes - As of June 30, 2025, the Group had a total of 58 employees (December 31, 2024: 57 employees)[85] - Remuneration policy complies with relevant laws, market conditions, and employee performance, and is regularly reviewed[85] - The Group provides training programs on topics such as industry trends, technology, management, and professional skills[85] - The Group participates in central retirement schemes as defined by the laws of the countries in which it operates[86] Recent Developments and Post-Reporting Period Events Except as disclosed in this announcement, no significant events have occurred since the end of the period and up to the date of this announcement; there have been no material changes in the Group's business model, revenue structure, or cost structure, and the Board confirms no material adverse changes in market conditions, industry environment, or the Group's operations, financial position, or prospects - Except as disclosed in this announcement, no significant events have occurred since the end of the period and up to the date of this announcement[87] - No material changes in business model, revenue structure, or cost structure, continuing to focus on medical imaging film products and software business[87] - The Directors confirm: no material adverse impact on market conditions or the industry and environment in which the Group operates; no material adverse changes in the Group's operations, financial position, or prospects; no events have occurred that would have a material adverse impact on the information presented in the condensed consolidated interim financial statements[89] Changes in Use of Net Proceeds from Global Offering Use of Net Proceeds from Global Offering The Company's net proceeds from the global offering, approximately HKD 76.8 million (approximately RMB 68.6 million), were originally planned for full utilization by December 2025; as of June 30, 2025, RMB 45.5 million has been utilized, with RMB 23.1 million unutilized, primarily held as interest-bearing deposits - Net proceeds from the global offering were approximately HKD 76.8 million (equivalent to approximately RMB 68.6 million)[88][92] - The originally intended uses were expected to be fully utilized by December 2025[92] Planned Use and Utilisation of Net Proceeds | Purpose | Approximate percentage of net proceeds | Net proceeds (RMB millions) | Amount utilised as at June 30, 2025 (RMB millions) | Unutilised amount as at June 30, 2025 (RMB millions) | | :--- | :--- | :--- | :--- | :--- | | Expanding customer base and consolidating market position | 46.4% | 31.8 | 31.8 | — | | Enhancing medical imaging cloud services | 37.3% | 25.6 | 5.2 | 20.4 | | Expanding product portfolio | 2.7% | 1.9 | 0.6 | 1.3 | | Promoting brand and increasing market awareness | 2.5% | 1.7 | 1.7 | — | | Upgrading information technology systems | 2.5% | 1.7 | 0.3 | 1.4 | | Working capital and other general corporate purposes | 8.6% | 5.9 | 5.9 | — | | Total | 100.0% | 68.6 | 45.5 | 23.1 | - Unutilised net proceeds of approximately RMB 23.1 million are held as interest-bearing deposits with recognised financial institutions or licensed banks in Hong Kong and China[91] Changes in Use of Net Proceeds from Global Offering The Board resolved to change the use of unutilised net proceeds; funds originally allocated for acquiring companies to enhance medical imaging cloud services and expanding the product portfolio (high-pressure injector project) were partially reallocated to working capital and other general corporate purposes due to the inability to find suitable companies and the unsuitability of the project, and the expected utilisation timeline for some acquisition projects was extended to December 2027 - Reasons for change: Inability to find suitable companies for acquisition to develop PACS systems and AI healthcare industry startups; high-pressure injector project deemed unsuitable for the Group; no urgent need to upgrade information technology systems[93] Revised Allocation of Unutilised Net Proceeds | Original Purpose | Unutilised amount as at June 30, 2025 (RMB millions) | Revised Allocation (RMB millions) | Expected Timeline for Full Utilisation | | :--- | :--- | :--- | :--- | | Enhancing medical imaging cloud services – acquisition of companies | 20.4 | 20.4 | December 2027 | | Expanding product portfolio – registration of self-owned brand high-pressure injectors | 1.3 | — | N/A | | Upgrading information technology systems | 1.4 | — | N/A | | Working capital and other general corporate purposes | — | 2.7 | December 2026 | | Total | 23.1 | 23.1 | | Other Company Information Purchase, Sale or Redemption of the Company's Listed Securities During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[94] Changes in Composition of Nomination Committee Members Effective June 30, 2025, the composition of the Nomination Committee changed: Mr. Meng Xianzheng ceased to be Chairman, Ms. Meng Cathy was appointed as a member, and Dr. Zhao Bin was appointed as Chairman; the committee now comprises one non-executive director and two independent non-executive directors - Mr. Meng Xianzheng ceased to be the Chairman of the Nomination Committee[95] - Non-executive Director Ms. Meng Cathy was appointed as a member of the Nomination Committee[95] - Independent Non-executive Director Dr. Zhao Bin was appointed as the Chairman of the Nomination Committee[95] - The Nomination Committee now comprises one non-executive director and two independent non-executive directors[95] Corporate Governance Practices The Company is committed to maintaining high standards of corporate governance, fully complying with the Corporate Governance Code, except for the Chairman also serving as Chief Executive Officer; the Board believes this arrangement benefits business development, and the diverse Board composition ensures a balance of power, with all Directors confirming compliance with the Model Code during the period - The Company fully complies with the Corporate Governance Code, except for code provision C.2.1 (roles of Chairman and Chief Executive should be separate)[96] - The Board believes that Mr. Meng Xianzheng serving concurrently as Chairman and Chief Executive Officer benefits the Group's business development, providing strong and consistent leadership[96] - The Board comprises two executive directors, one non-executive director, and three independent non-executive directors, demonstrating strong independence[96][105] - All Directors have confirmed compliance with the Model Code throughout the period[97] Change of Auditor Ernst & Young resigned as the Company's auditor, effective June 30, 2025, and the Board has appointed Mazars CPA Limited as the Company's new auditor - Ernst & Young agreed to resign as the Company's auditor, effective June 30, 2025[98] - The Board appointed Mazars CPA Limited as the Company's new auditor, effective June 30, 2025[98] Review of Interim Results The Company's Audit Committee has reviewed the Group's results for the six months ended June 30, 2025, and the auditor, Mazars CPA Limited, has reviewed the condensed consolidated interim financial statements in accordance with Hong Kong Standard on Review Engagements 2400 (Revised) - The Company's Audit Committee (comprising three independent non-executive directors) has reviewed the Group's results for the six months ended June 30, 2025[99] - The auditor, Mazars CPA Limited, has reviewed the condensed consolidated interim financial statements in accordance with Hong Kong Standard on Review Engagements 2400 (Revised)[99] Publication of Interim Results Announcement and Interim Report This interim results announcement has been published on the Stock Exchange website and the Company's website; the interim report for the six months ended June 30, 2025, will be dispatched to shareholders and posted on the same websites in due course - This interim results announcement is published on the Stock Exchange website (http://www.hkex.com.hk) and the Company's website (http://www.guanzegroup.com)[100](index=100&type=chunk) - The interim report for the six months ended June 30, 2025, will be dispatched to shareholders and posted on the same websites in due course[100] Definitions Definitions This chapter provides key terms and their definitions used in the report to ensure consistent understanding of the report content by readers - This chapter includes definitions for terms such as "Board", "Corporate Governance Code", "Company", "Group", "HKD", "Hong Kong", "Listing", "Listing Rules", "PRC", "Model Code", "Net Proceeds", "Nomination Committee", "Period", "Prospectus", "RMB", "Shares", "Shareholders", and "Stock Exchange"[101][102][106] Chairman of the Board Chairman of the Board This chapter presents the announcement signed by Mr. Meng Xianzheng, Chairman of the Board, on August 27, 2025, and lists the composition of the Board members as of the announcement date - The announcement is signed by Mr. Meng Xianzheng, Chairman of the Board[104] - The signing date is August 27, 2025[105] - As of the announcement date, the Board members include Executive Directors Mr. Meng Xianzheng and Mr. Guo Zhenyu, Non-executive Director Ms. Meng Cathy, and Independent Non-executive Directors Dr. Zhao Bin, Dr. Chang Shiwang, and Dr. Huang Wenxian[105]