Financial Summary and Operational Highlights The Group reported significant progress in its product pipeline, AI innovation, and operations, with revenue growing 92.82% year-over-year, though losses also widened Financial Summary for the Six Months Ended June 30, 2025 | Metric | 2025 (RMB in thousands) | 2024 (RMB in thousands) | Period-over-Period Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 100,051 | 51,887 | 92.82% | | Loss and Total Comprehensive Expense for the Period | (126,881) | (114,389) | -10.92% | | Adjusted Net Loss for the Period* | (88,022) | (78,842) | -11.64% | *Adjusted net loss for the period refers to the loss for the period after excluding the effects of fair value changes of convertible redeemable preferred shares and expenses of the employee long-term incentive plan. - The core pipeline product, "Dyslexia Auxiliary Rehabilitation Training Software," has completed R&D and is set to enter registration clinical trials, with data collection and submission expected by early 202656 - A randomized controlled trial of cognitive digital therapy for patients with hypertension, coronary heart disease, and atrial fibrillation combined with cognitive impairment has completed follow-up and data analysis, with a medical device registration application planned for 20265 - The depression treatment software has completed development and pre-testing, with clinical trials scheduled to begin in 20265 - A breakthrough was achieved in the digital-pharma combination therapy for pediatric ADHD, with research published in BMC Medicine validating its significant efficacy on core symptoms and filling a gap in domestic evidence-based digital therapy research57 - In AI innovation, the company's cross-layer entropy-enhanced decoding method was accepted by NAACL 2025 to mitigate large language model hallucinations; its proprietary medical large model, BrainAuGPT, received a national invention patent and the BrainAu Onebox M1 intelligent medical large model all-in-one machine was released9 Company Overview The company is a leading player in China's cognitive impairment digital therapy market, pioneering the integration of brain science and AI to develop medical-grade products - The company is an established participant in China's cognitive impairment digital therapy market and the first to combine brain science with AI to develop medical-grade digital therapy products10 - Its core product, the "Brain Function Information Management Platform Software System," is the first approved cognitive impairment digital therapy product in China and is included in provincial medical insurance reimbursement lists across 30 provinces10 - As of the announcement date, the company has assisted over 200 hospitals in China, including leading national medical centers, in establishing cognitive centers10 - The company has built an extensive digital therapy product pipeline, with its core product commercialized for eight indications across four major types of cognitive disorders, three other products approved in China, one in the EU, and six candidates in development11 Operational Review and Product Pipeline The Group advanced the commercialization and indication expansion of its core "System" while developing other key products, strengthening R&D, and defining a clear future strategy Core Product: Brain Function Information Management Platform Software System The "System" is the Group's core evidence-based, medical-grade digital therapy product and the first of its kind approved for cognitive impairment in China - The "System" is China's first approved digital therapy product for cognitive impairment, receiving its initial Class II medical device registration in September 2018 and renewing it in May 2023 for eight specific indications12 - The "System" integrates virtual human and AI technologies, with its DNN algorithm trained on extensive patient data to dynamically select the most suitable training protocols from over 300 modules13 - Clinical trials have demonstrated the "System's" safety and effectiveness in improving patients' cognitive functions such as speed, attention, memory, and calculation14 Other Key Products and Product Candidates The Group possesses multiple approved or in-development products, with several slated for commercialization or clinical trials in 2025 and 2026 across China, the EU, and the US - The Basic Cognitive Aptitude Test (BCAT) software, approved in October 2022 to assess basic cognitive abilities, began commercialization in 20251617 - The Screening and Assessment Software (SAS), approved in December 2022 for aiding cognitive ability assessment, commenced commercialization in 20251618 - The Dyslexia Screening Software (DSS), approved in September 2023 to improve risk assessment for developmental dyslexia in children, was commercialized in 20251619 - The Depression Cognitive Quantitative Assessment Software is expected to complete clinical trials in Q3 2025, submit for registration in Q4, and be commercialized in 202621 - The depression treatment software ("Mind Island") is in preclinical development, with clinical trials expected to start in Q1 202622 - The cognitive impairment treatment software received EU CE marking in July 2022 and is expected to be commercialized in the EU in 2026, with 510(k) submissions being prepared for the US market23 R&D Capabilities The Group has a 128-member multidisciplinary R&D team with extensive industry experience, structured into specialized centers and collaborating with clinical experts - As of the announcement date, the company has a multidisciplinary in-house R&D team of 128 professionals, including 29 with master's degrees and 3 with doctoral degrees25 - Key R&D personnel have an average of over six years of experience in the digital therapy industry25 - The R&D team is organized into the Brain Research Institute, Product Innovation Center, and Technology Research Center, maintaining long-term collaborations with renowned medical professionals in China25 Future Development and Outlook The Group's future growth will be driven by five key strategies, including product development, market penetration, R&D enhancement, international expansion, and strategic M&A - Strategic plans include continuing to expand indications for the System and developing other product candidates to solidify market position26 - Accelerate the commercialization of the System and other products to increase market penetration26 - Further enhance R&D capabilities26 - Expand into international markets to establish a global presence26 - Strategically pursue merger and acquisition opportunities26 Financial Review The Group achieved significant revenue growth driven by increased sales and customer base, but rising costs and expenses led to a wider loss for the period Revenue Revenue grew 92.81% year-over-year to RMB 100.05 million, driven by an increase in hospital clients, patient usage, and a substantial rise in out-of-hospital users Revenue Comparison | Metric | H1 2025 (RMB in millions) | H1 2024 (RMB in millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 100.05 | 51.89 | 92.81% | - Revenue growth was primarily driven by an increase in the number of hospitals purchasing the System, from 186 in 2024 to 205 in H1 202528 - The number of patient sessions using the System increased from approximately 1,800,000 in 2024 to 2,595,554 in H1 202528 - The number of patients opting for out-of-hospital use surged from approximately 7,397 to 12,915 in H1 202528 Cost of Sales Cost of sales increased by 116.30% to RMB 59.20 million, mainly due to higher third-party support costs, cognitive center expenses, and new hardware procurement costs Cost of Sales Comparison | Metric | H1 2025 (RMB in millions) | H1 2024 (RMB in millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Cost of Sales | 59.20 | 27.37 | 116.30% | - Operational support costs from third-party service providers increased by RMB 12.85 million29 - An increase in the number of cognitive centers (from 107 to 138) led to higher construction and depreciation costs29 - Hardware procurement costs for the new medical AI large language model solutions business amounted to RMB 23.01 million29 Gross Profit Gross profit rose by 66.60% to RMB 40.85 million, primarily benefiting from a significant increase in the sales volume of the System and a growing user base Gross Profit Comparison | Metric | H1 2025 (RMB in millions) | H1 2024 (RMB in millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 40.85 | 24.52 | 66.60% | - The increase in gross profit was mainly due to a significant rise in the sales volume of the System and the growing number of hospitals and patients using it30 Other Income Other income surged by 1,155.17% to RMB 7.28 million, primarily due to increased interest income from bank balances following the receipt of IPO proceeds Other Income Comparison | Metric | H1 2025 (RMB in millions) | H1 2024 (RMB in millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Other Income | 7.28 | 0.58 | 1,155.17% | - The increase was mainly due to a RMB 5.94 million rise in interest income from bank balances and restricted bank deposits after receiving IPO proceeds in 202531 Other Expenses and Other Net Gains and Losses This item shifted from a RMB 2.14 million gain to a RMB 4.42 million loss, a 306.54% decrease, mainly due to losses on early bond repayment and higher net exchange losses Other Expenses and Other Net Gains and Losses Comparison | Metric | H1 2025 (RMB in millions) | H1 2024 (RMB in millions) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Other Expenses and Other Net Gains and Losses | -4.42 | 2.14 | -306.54% | - Loss on early repayment of long-term bonds increased by RMB 3.26 million32 - Net foreign exchange loss increased by RMB 1.26 million32 Fair Value Changes of Financial Liabilities at Fair Value Through Profit or Loss The fair value loss on financial liabilities decreased to zero as redeemable preferred shares were automatically converted to ordinary shares upon listing Fair Value Changes of Financial Liabilities Comparison | Metric | H1 2025 (RMB in millions) | H1 2024 (RMB in millions) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Fair Value Changes of Financial Liabilities | 0 | (0.24) | -100% | - The reduction in loss was due to the automatic conversion of redeemable preferred shares into ordinary shares upon listing, eliminating this item33 Selling and Distribution Expenses Selling and distribution expenses grew by 19.98% to RMB 30.45 million, reflecting increased efforts in market development to expand customer reach and product awareness Selling and Distribution Expenses Comparison | Metric | H1 2025 (RMB in millions) | H1 2024 (RMB in millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 30.45 | 25.38 | 19.98% | - The increase was driven by intensified efforts to explore business cooperation opportunities, reach more hospitals and other clients, and enhance product recognition and awareness34 Administrative Expenses Administrative expenses rose by 63.50% to RMB 46.01 million, primarily driven by higher service fees, rental and property fees, and share-based payments Administrative Expenses Comparison | Metric | H1 2025 (RMB in millions) | H1 2024 (RMB in millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 46.01 | 28.14 | 63.50% | - Service fees increased by RMB 6.45 million year-over-year, mainly for other expenses related to listing activities not capitalized as listing expenses35 - Rental and property management fees increased by RMB 3.46 million year-over-year35 - Share-based payments increased by RMB 1.63 million during the reporting period due to the continuous amortization of granted share awards35 R&D Expenses R&D expenses increased by 6.10% to RMB 68.15 million, mainly due to rises in staff costs, share-based payments, miscellaneous purchases, and service and cloud fees R&D Expenses Comparison | Metric | H1 2025 (RMB in millions) | H1 2024 (RMB in millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | R&D Expenses | 68.15 | 64.23 | 6.10% | - R&D expenses increased by RMB 2.23 million due to higher staff costs36 - Share-based payments grew by RMB 1.20 million during the reporting period36 - Service and cloud service fees rose by RMB 2.25 million, a 49.40% increase year-over-year36 Condensed Consolidated Financial Statements This section presents the Group's condensed consolidated financial statements, detailing its financial performance and position for the period ended June 30, 2025 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement details the Group's revenues, costs, expenses, and net loss for the six months ended June 30, 2025, compared to the same period in 2024 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Metric | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Revenue | 100,051 | 51,887 | | Cost of sales | (59,200) | (27,367) | | Gross profit | 40,851 | 24,520 | | Other income | 7,281 | 582 | | Other expenses and other net gains and losses | (4,415) | 2,135 | | Fair value loss on financial liabilities at FVTPL | – | (243) | | Impairment losses under ECL model | (9,684) | (4,142) | | Selling and distribution expenses | (30,445) | (25,376) | | Administrative expenses | (46,008) | (28,138) | | R&D expenses | (68,149) | (64,231) | | Finance costs | (11,975) | (10,904) | | Listing expenses | (2,670) | (8,592) | | Loss before tax | (125,214) | (114,389) | | Income tax expense | (1,667) | – | | Loss and total comprehensive expense for the period | (126,881) | (114,389) | | Loss for the period attributable to owners of the Company | (126,365) | (114,328) | | Non-controlling interests | (516) | (61) | | Basic loss per share (RMB Yuan) | (0.11) | (0.13) | | Diluted loss per share (RMB Yuan) | (0.11) | (0.13) | Condensed Consolidated Statement of Financial Position This statement presents the Group's assets, liabilities, and equity as of June 30, 2025, compared to December 31, 2024, reflecting changes in its financial structure Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Metric | June 30, 2025 (RMB in thousands) | December 31, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 23,599 | 23,386 | | Right-of-use assets | 12,127 | 21,039 | | Intangible assets | 11,794 | 2,909 | | Prepayments and other receivables | 4,860 | 4,029 | | Current assets | | | | Contract costs | 630 | 534 | | Trade and other receivables and prepayments | 171,831 | 134,221 | | Financial assets at FVTPL | 109,002 | – | | Restricted bank deposits | 100,755 | 69,495 | | Bank balances and cash | 287,922 | 343,882 | | Current liabilities | | | | Trade and other payables | 34,467 | 56,090 | | Contract liabilities | 13,606 | 10,075 | | Amounts received from cornerstone investors | – | 320,971 | | Bank and other borrowings | 143,102 | 21,261 | | Long-term bonds – due within one year | 74,336 | 74,663 | | Financial liabilities at FVTPL | – | 285,428 | | Non-current liabilities | | | | Long-term bonds | 196,128 | 271,617 | | Total equity (deficiency) | 246,602 | (464,024) | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes on the financial statements, covering accounting policies, specific account breakdowns, and other key disclosures 1. General Information The Company was incorporated in the Cayman Islands on April 25, 2023, and listed on the Hong Kong Stock Exchange on January 8, 2025, focusing on cognitive impairment digital therapy solutions - The Company was incorporated in the Cayman Islands on April 25, 2023, and was listed on the Main Board of The Stock Exchange of Hong Kong Limited on January 8, 20254041 - The Company's principal business is providing integrated software solutions for cognitive impairment digital therapy in China41 2. Basis of Preparation The condensed consolidated financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" and the applicable disclosure requirements of the Listing Rules - The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the Listing Rules of the Stock Exchange43 3. Accounting Policies The financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value, with accounting policies consistent with the prior year - The condensed consolidated financial statements are prepared on the historical cost basis, except for certain financial instruments which are measured at fair values44 - The accounting policies adopted in the current interim period are the same as those presented in the annual consolidated financial statements for the year ended December 31, 202444 - The application of amended IFRSs has not had a material impact on the Group's financial position and performance for the current and prior periods45 4. Revenue and Segment Information The Group's revenue is primarily derived from software system solutions, research projects, and AI large language model solutions, operating as a single segment in Mainland China Revenue Breakdown (For the six months ended June 30) | Revenue Source | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Provision of integrated solutions of Brain Function Information Management Platform Software System - In-hospital | 51,780 | 35,282 | | Provision of integrated solutions of Brain Function Information Management Platform Software System - Out-of-hospital | 23,097 | 10,544 | | Research projects | 344 | 5,914 | | Medical Artificial Intelligence (AI) large language model solutions | 24,779 | – | | Others | 51 | 147 | | Total | 100,051 | 51,887 | | Timing of recognition - At a point in time | 76,903 | 41,249 | | Timing of recognition - Over time | 23,148 | 10,638 | - All of the Group's operations are considered as a single operating segment, primarily providing integrated software solutions for cognitive impairment digital therapy48 - The Group's operations are mainly located in Mainland China49 5. Other Income Other income primarily consists of interest from bank deposits, government grants for R&D activities, and interest from short-term loans receivable Other Income Composition (For the six months ended June 30) | Revenue Source | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Interest income from bank balances and restricted bank deposits | 6,317 | 378 | | Interest income from rental deposits | 59 | 54 | | Government grants related to R&D activities | 556 | 150 | | Interest income from short-term loans receivable | 349 | – | | Total | 7,281 | 582 | 6. Other Expenses and Other Net Gains and Losses This category includes fair value gains on financial assets, losses on early bond repayment, lease termination losses, and net foreign exchange losses Other Expenses and Other Net Gains and Losses Composition (For the six months ended June 30) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Fair value gain on financial assets at FVTPL | 1,012 | – | | Loss on early repayment of long-term bonds | (3,263) | – | | Gain on re-estimation of long-term bonds repayment | – | 2,151 | | Loss on lease termination and lease modification | (876) | (7) | | Net foreign exchange loss | (1,270) | (9) | | Others | (18) | – | | Total | (4,415) | 2,135 | 7. Finance Costs Finance costs are primarily composed of interest expenses on long-term bonds, bank borrowings, and lease liabilities Finance Costs Composition (For the six months ended June 30) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Interest expense on long-term bonds | 10,921 | 10,353 | | Interest on bank borrowings | 759 | 365 | | Interest on lease liabilities | 295 | 186 | | Total | 11,975 | 10,904 | 8. Income Tax Expense Income tax expense relates to China Enterprise Income Tax, with a key subsidiary enjoying a preferential 15% rate as a High and New Technology Enterprise Income Tax Expense (For the six months ended June 30) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Current tax: China Enterprise Income Tax | 1,577 | – | | Under-provision in prior periods: China Enterprise Income Tax | 90 | – | | Total | 1,667 | – | - The Company is incorporated in the Cayman Islands and is exempt from income tax52 - Beijing Zhijingling, as a High and New Technology Enterprise, is entitled to a preferential income tax rate of 15% and can carry forward unused tax losses for 10 years53 9. Loss for the Period Has Been Arrived at After Charging This note details major expenses deducted in arriving at the loss for the period, including staff costs, listing expenses, and total depreciation and amortization Items Charged to Loss for the Period (For the six months ended June 30) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Total staff costs | 81,652 | 71,781 | | Listing expenses | 2,670 | 8,592 | | Depreciation of property, plant and equipment | 6,607 | 8,642 | | Depreciation of right-of-use assets | 5,495 | 3,938 | | Amortisation of intangible assets | 549 | 869 | | Total depreciation and amortisation | 12,651 | 13,449 | | Short-term lease expenses | 59 | 65 | 10. Dividends The Board of Directors has resolved not to declare any interim dividend for the current interim period - The Directors of the Company have resolved not to declare any dividend for the current interim period55 11. Loss Per Share This note presents the calculation of basic and diluted loss per share attributable to the owners of the Company Loss Per Share (For the six months ended June 30) | Metric | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company | (126,365) | (114,328) | | Weighted average number of ordinary shares for basic and diluted LPS (in thousands) | 1,170,400 | 904,122 | | Basic loss per share (RMB Yuan) | (0.11) | (0.13) | | Diluted loss per share (RMB Yuan) | (0.11) | (0.13) | - For calculating diluted loss per share, the effect of the Company's share awards was not included as their assumed vesting would result in a decrease in loss per share57 12. Right-of-Use Assets During the period, the Group recognized new right-of-use assets of RMB 5,273,000 and derecognized assets of RMB 8,690,000 due to early lease termination - During the interim period, the Group entered into several new lease agreements, recognizing right-of-use assets of RMB 5,273,00058 - In April 2025, the Group terminated a lease early, derecognizing a right-of-use asset of RMB 8,690,000 and recording a loss of RMB 876,000 in profit or loss58 13. Intangible Assets The Group's intangible assets increased by RMB 9,434,000 during the interim period due to the acquisition of IoT data packages and software under development - During the interim period, the Group's intangible assets increased by RMB 5,189,000 from the acquisition of IoT data packages and RMB 4,245,000 from the acquisition of software under development59 14. Trade and Other Receivables and Prepayments This note details the composition of receivables and prepayments, with total trade receivables of RMB 113,866 thousand as of June 30, 2025 Trade and Other Receivables and Prepayments (As of June 30, 2025) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Trade receivables (net of allowance for credit losses) | 113,866 | 92,941 | | Prepayments to suppliers and service providers | 26,463 | 19,453 | | Short-term loans receivable | 23,717 | 4,400 | | Rental deposits | 3,479 | 4,117 | | VAT recoverable | 2,356 | 1,541 | | Prepayments for purchase of intangible assets | 1,939 | 101 | | Receivables from third-party payment platforms | 1,677 | 2,879 | | Prepayments for purchase of property, plant and equipment | 757 | 1,146 | | Other deposits | 506 | 616 | | Total | 176,691 | 138,250 | Aging Analysis of Trade Receivables (As of June 30, 2025) | Aging | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | 0 to 90 days | 35,752 | 33,425 | | 91 to 180 days | 22,169 | 18,545 | | 181 to 270 days | 26,240 | 14,654 | | 271 to 360 days | 6,423 | 10,546 | | 361 to 720 days | 22,495 | 15,771 | | Over 720 days | 787 | – | | Total | 113,866 | 92,941 | - As of June 30, 2025, RMB 65,978,000 of the past due balance was overdue for 90 days or more but not considered in default, as these amounts are from state-owned hospitals or public universities with high credit ratings and are deemed recoverable61 15. Financial Assets at Fair Value Through Profit or Loss The Group invests in redeemable financial products managed by a Hong Kong bank, which are classified as financial assets at fair value through profit or loss Financial Assets at Fair Value Through Profit or Loss (As of June 30, 2025) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Financial assets at FVTPL | 109,002 | – | - The Group invests in financial products managed by a Hong Kong bank that are redeemable at any time or upon maturity, with no predetermined or guaranteed returns63 16. Restricted Bank Deposits As of June 30, 2025, restricted bank deposits totaled RMB 100,755 thousand, with USD 14,000,000 pledged to secure a bank borrowing of RMB 90,000,000 Restricted Bank Deposits (As of June 30, 2025) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Restricted bank deposits | 100,755 | 69,495 | - As of June 30, 2025, the restricted bank deposits carried interest at an annual rate of 4.23%66 - Restricted bank deposits of USD 14,000,000 (approximately RMB 100,220,000) were pledged to secure a bank borrowing of RMB 90,000,00066 17. Trade and Other Payables This note details the composition of trade and other payables, with total trade payables amounting to RMB 6,914 thousand as of June 30, 2025 Trade and Other Payables (As of June 30, 2025) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Trade payables | 6,914 | 3,419 | | Accrued salaries and other allowances | 5,046 | 10,259 | | Refund payables | 1,435 | 3,242 | | Deposits for out-of-hospital cognitive training hardware | 10,016 | 7,043 | | Payables for purchase of intangible assets | 3,500 | – | | Total | 34,467 | 56,090 | 18. Long-term Bonds This note details the long-term bond agreement with Shaoxing Fund, including amendments to conversion rights and an early principal repayment of RMB 90,000,000 in June 2025 Carrying Amount of Long-term Bonds Payable (As of June 30, 2025) | Repayment Term | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Within one year | 74,336 | 74,663 | | Two to five years | 196,128 | – | | Over five years | – | 271,617 | | Total | 270,464 | 346,280 | - The total subscription amount for the long-term bonds is RMB 300 million, with a nominal interest rate of 6% per annum, maturing on the fifth anniversary of the Group's qualified IPO70 - In June 2023, the Group signed a supplemental agreement with Shaoxing Fund to remove the conversion rights, call provisions, and original guarantee liabilities71 - On June 27, 2025, Zhejiang Brain Aurora repaid RMB 90,000,000 of the principal to Shaoxing Fund71 19. Bank and Other Borrowings This note provides details on bank and other borrowings, including amounts, interest rates, and collateral, with annual interest rates ranging from 2.08% to 3.40% Bank and Other Borrowings (As of June 30, 2025) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Other borrowings | 7,158 | 7,189 | | Bank borrowings | 135,944 | 14,072 | | Total | 143,102 | 21,261 | - As of June 30, 2025, the annual interest rates on bank borrowings ranged from 2.08% to 3.40%76 - A bank borrowing of RMB 90,000,000 is secured by bank deposits of USD 14,000,000 (approximately RMB 100,220,000)76 20. Financial Liabilities at Fair Value Through Profit or Loss This note explains that Series A-1 preferred shares were automatically converted into ordinary shares upon the Company's listing and reclassified from financial liabilities to equity Financial Liabilities at Fair Value Through Profit or Loss (As of June 30, 2025) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Series A-1 preferred shares | – | 285,428 | - The Series A-1 preferred shares were automatically converted into 95,878,000 ordinary shares upon listing on January 8, 2025, and reclassified from financial liabilities to equity at their fair value of RMB 285,428,00075 21. Share Capital This note details the changes in share capital, including a share subdivision and the issuance of shares during the initial public offering Share Capital Changes (As of June 30, 2025) | Item | Number of Shares | Share Capital (USD) | | :--- | :--- | :--- | | As at Jan 1, 2024, Jun 30, 2024 and Jan 1, 2025 | 499,904,122 | 49,990 | | Reclassification of Series A-1 preferred shares | 95,878 | 10 | | Share subdivision | 499,500,000,000 | – | | Authorised share capital as at Jun 30, 2025 | 500,000,000,000 | 50,000 | | Issued and fully paid as at Jan 1, 2024, Jun 30, 2024 and Jan 1, 2025 | 989,288 | 99 | | Reclassification of Series A-1 preferred shares | 95,878 | 10 | | Share subdivision | 1,084,080,834 | – | | Issue of shares upon IPO | 181,112,000 | 18 | | Issued and fully paid as at Jun 30, 2025 | 1,266,278,000 | 127 | - Pursuant to a resolution passed on December 24, 2024, each share with a par value of USD 0.0001 was subdivided into 1,000 shares of the corresponding class with a par value of USD 0.0000001 each upon listing77 - On January 8, 2025, the Company issued 181,112,000 ordinary shares through a public offering, increasing share capital by USD 18.1 (approximately RMB 130)77 22. Share-based Payment Transactions This note discloses the Pre-IPO Share Award Scheme adopted to incentivize eligible employees, with 85,166 awarded shares vesting over three years post-listing - The Company adopted a Pre-IPO Share Award Scheme on July 30, 2023, to recognize and reward the contributions of certain eligible employees of the Group78 - A total of 85,166 awarded shares were granted to 46 grantees, including directors, senior management members, and other employees79 - The awarded shares will vest at rates of 30% (first anniversary of listing), 30% (second anniversary), and 40% (third anniversary)79 - For the six months ended June 30, 2025, the Group recognized share award expenses of RMB 38,859,000 for the Pre-IPO Share Award Scheme80 23. Fair Value Measurement of Financial Instruments This note explains the fair value measurement of financial instruments, which are primarily based on observable market data and measured at Level 2 of the fair value hierarchy Fair Value of Financial Instruments (As of June 30, 2025) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | Fair Value Hierarchy | Valuation Technique | | :--- | :--- | :--- | :--- | :--- | | Financial assets at FVTPL | 109,002 | – | Level 2 | Redemption value reported by the bank | | Series A-1 preferred shares | – | 285,428 | Level 2 | Market approach, based on recent transaction prices | - The Group's management uses observable market data whenever possible and works closely with qualified valuers to estimate fair values81 24. Related Party Balances and Transactions This note discloses non-trade advances with a related party, Mr. Tan Zheng, and the compensation structure for key management personnel Advances to a Related Party (As of June 30, 2025) | Related Party | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Mr. Tan Zheng | – | 2,059 | - The advances to the related party were unsecured, interest-free, and repayable on demand86 Compensation of Key Management Personnel (For the six months ended June 30) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Short-term employee benefits | 7,378 | 2,123 | | Retirement benefits | 156 | 160 | | Equity-settled share-based payments | 32,470 | 30,503 | | Total | 40,004 | 32,786 | 25. Capital Commitments This note discloses capital expenditures contracted for but not yet provided for, relating to the acquisition of equipment, machinery, and leasehold improvements Capital Commitments (As of June 30, 2025) | Item | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Capital expenditure contracted for but not provided for in respect of the acquisition of equipment, machinery and leasehold improvements | 506 | 860 | Corporate Governance and Other Information This section covers the Group's corporate governance practices, dividend policy, use of IPO proceeds, and other key compliance and forward-looking information Interim Dividend The Board has resolved not to declare any interim dividend for the reporting period - The Board has resolved not to declare any interim dividend for the reporting period88 Purchase, Sale, or Redemption of the Company's Listed Securities The Company and its subsidiaries did not purchase, redeem, or sell any of the Company's listed securities from the listing date to June 30, 2025 - From the Listing Date (January 8, 2025) to June 30, 2025, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities89 - As of June 30, 2025, the Company did not hold any treasury shares89 Model Code for Securities Transactions The Company has adopted the Model Code for Securities Transactions by Directors and confirmed compliance by all directors during the reporting period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules as its code of conduct for its Directors90 - Upon specific enquiry to all Directors, they have all confirmed their compliance with the Model Code from the Listing Date to June 30, 202590 - The Company is not aware of any incidents of non-compliance with the Model Code by its employees90 Compliance with the Corporate Governance Code The Company has adopted and complied with all applicable code provisions of the Corporate Governance Code as set out in the Listing Rules during the reporting period - The Company has adopted and applied the principles and code provisions as set out in the Corporate Governance Code in Appendix C1 to the Listing Rules91 - From the Listing Date to June 30, 2025, the Company has complied with all applicable code provisions set out in the Corporate Governance Code91 Events After the Reporting Period As of the announcement date, there were no significant events after the reporting period that would require additional disclosure or adjustment - As of the date of this announcement, the Group had no significant events after the reporting period that would require additional disclosure or adjustment92 Legal Proceedings As of June 30, 2025, the Company and its subsidiaries were not involved in any material litigation or arbitration, nor were there any pending or threatened material claims - As of June 30, 2025, neither the Company nor its subsidiaries were involved in any material litigation or arbitration93 - The Company is not aware of any pending or threatened material litigation or claims93 Use of Proceeds from the Global Offering The net proceeds from the Global Offering amounted to approximately HK$501.3 million and are being utilized in accordance with the plans disclosed in the prospectus - The net proceeds from the Global Offering of the Company's listing on the Stock Exchange amounted to approximately HK$501.3 million94 - The net proceeds are being utilized in the same manner, proportion, and expected timeline as disclosed in the prospectus94 Use and Timeline of Net Proceeds from the Global Offering (HK$ in millions) | Use | Amount as per Prospectus | Unused as of Listing Date | Actual Use during Reporting Period | Actual Use at End of Reporting Period | Unused at End of Reporting Period | Expected Timeline for Remaining Unused Net Proceeds | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Further R&D, clinical trials, and sales/distribution of core products | 200.5 | 200.5 | 80.8 | 80.8 | 119.7 | Expected to be fully utilized by the end of 2027 | | Assisting more domestic hospitals to establish new cognitive centers | 82.7 | 82.7 | 42.4 | 42.4 | 40.3 | Expected to be fully utilized by the end of 2027 | | Strengthening AI and related technology capabilities | 75.2 | 75.2 | 20.0 | 20.0 | 55.2 | Expected to be fully utilized by the end of 2026 | | Accelerating R&D and commercialization of other product candidates | 25.1 | 25.1 | 3.6 | 3.6 | 21.5 | Expected to be fully utilized by the end of 2026 | | Brain science and digital therapy research centers with academic institutions | 75.2 | 75.2 | 15.4 | 15.4 | 59.8 | Expected to be fully utilized by the end of 2027 | | Working capital and other general corporate purposes | 42.6 | 42.6 | 12.6 | 12.6 | 30.0 | Expected to be fully utilized by the end of 2026 | | Total | 501.3 | 501.3 | 174.8 | 174.8 | 326.5 | | Audit Committee The Audit Committee has reviewed the Group's accounting principles and practices and found the interim financial results to be in compliance with relevant standards - The Audit Committee consists of three members, including Mr. Lin Xiaobo (Chairman), Mr. Li Yuezhong, and Dr. Duan Tao97 - The Audit Committee has reviewed and agreed with the accounting principles and practices adopted by the Group and has discussed matters concerning internal control and financial reporting with management97 - The Audit Committee believes that the interim financial results for the six months ended June 30, 2025, comply with relevant accounting standards, rules, and regulations and have been appropriately disclosed97 Publication of Interim Results Announcement and Interim Report This announcement is available on the websites of the Stock Exchange and the Company, with the interim report to be dispatched to shareholders in due course - This announcement is published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (66nao.cn)98 - The interim report for the period will be published on the websites of the Stock Exchange and the Company and dispatched to shareholders in due course98 Cautionary Statement Regarding Forward-Looking Statements This announcement contains forward-looking statements based on the Group's current views and assumptions, which are subject to risks and uncertainties - All statements in this announcement that are not historical facts or do not relate to current facts or conditions are forward-looking statements99 - Such forward-looking statements are based on a number of assumptions and factors beyond the Group's control, and actual events or results may differ materially99 - The Company makes no representation or warranty as to the achievement or reasonableness of any projections, targets, estimates, or forecasts in this announcement and they should not be relied upon99
脑动极光(06681) - 2025 - 中期业绩