中生北控生物科技(08247) - 2025 - 中期财报

Company Information Company Basic Information This section details the company's China and Hong Kong office addresses, official website, board of directors, committees, CEO, company secretary, authorized representatives, auditors, legal advisors, and principal bankers - The company has its China office at No. 27 Chaoqian Road, Changping Science Park, Beijing, China, and its Hong Kong office at 66/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong[6] - The Chairman of the Board is Mr. Chen Zhengyong, Vice Chairmen are Mr. Li Zhonghua and Mr. Yang Peng, and the President is Mr. Chen Peng[6] - The Chairman of the Audit Committee is Mr. Fan Xiaoliang, the Chairman of the Remuneration Committee is Professor Shen Zuojun, and the Chairman of the Nomination Committee is Mr. Chen Zhengyong[7][8] H Share Information This section outlines the company's H share listing details on GEM, including listing venue, stock code, number of H shares issued, par value, and stock short name H Share Basic Information | Metric | Information | | :--- | :--- | | Listing Venue | GEM | | Stock Code | 8247 | | Number of H Shares Issued | 64,286,143 H shares | | Par Value | RMB 1.00 per share | | Stock Short Name | CNBG Bio-Tech | Group Profile Company Business and Background The company is a leading Chinese IVD reagent supplier, focusing on R&D, production, sales, and distribution of IVD products, backed by its largest shareholder, a subsidiary of the Chinese Academy of Sciences - CNBG Bio-Tech is a leading in-vitro diagnostic (IVD) reagent supplier in China, primarily engaged in the R&D, production, sales, and distribution of IVD reagent products[10] - The company's largest shareholder, Beijing Pusa Asset Management Co., Ltd., is a wholly-owned subsidiary of the Institute of Biophysics, Chinese Academy of Sciences, providing strong scientific research backing[10][11] - The company's "CNBG" brand enjoys a high reputation, having received awards such as "Beijing Famous Brand Product," "China Diagnostic Reagent Market User Satisfied Quality and Reputation First Brand," and "Beijing Famous Trademark"[10] - The company's H shares have been listed on GEM since February 27, 2006[12] Group Structure Equity Structure Chart This section illustrates the equity structure of the company, its major shareholders, and subsidiaries, including the Chinese Academy of Sciences and Beijing Pusa Asset Management Co., Ltd., with their respective shareholding percentages - The Group's organizational chart shows the Institute of Biophysics, Chinese Academy of Sciences, holding equity in CNBG Bio-Tech through Beijing Pusa Asset Management Co., Ltd[15] - CNBG Bio-Tech's H shares are listed on GEM of the Stock Exchange, and its subsidiary, Beijing CNBG Jinyu Diagnostic Technology Co., Ltd., has its shares traded on the National Equities Exchange and Quotations (New Third Board)[16] Management Discussion and Analysis Operating Environment In H1 2025, China's IVD industry faced intensified competition and profit pressure due to centralized procurement, medical insurance cost control, and post-pandemic market shifts, despite continuous market demand growth - The continuous advancement of domestic IVD centralized procurement expansion and national medical insurance cost control policies, along with changes in market demand post-pandemic, profoundly impacted the company's business[17] - Competition in the IVD industry intensified, with the biochemical diagnostics sector facing dual pressure from established domestic and international players and emerging competitors, increasing market expansion difficulty[17] - Population aging, increasing chronic diseases, rising healthcare investment, and enhanced technological innovation are continuous drivers for China's IVD industry, but centralized procurement and intensified competition led to suppressed product terminal prices and profit growth pressure for enterprises[18] Financial Performance During the reporting period, the company experienced significant declines in revenue and gross profit, primarily due to centralized procurement and medical insurance cost control policies, leading to an expanded loss H1 2025 Key Financial Indicators | Metric | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue from Principal Activities | 95,800 | 133,800 | -28.4% | | Gross Profit | 37,400 | 58,500 | -36.1% | | Gross Profit Margin | 39.0% | 43.7% | -4.7 percentage points | | Selling and Distribution Expenses | 20,300 | 31,600 | -35.7% | | Administrative Expenses | 23,300 | 22,300 | +4.4% | | Research and Development Expenses | 13,300 | 16,900 | -21.0% | | Loss for the Period | 22,900 | 18,300 | +25.1% | - The decrease in revenue and gross profit was primarily due to the impact of centralized procurement of medical consumables and national medical insurance cost control policies, leading to lower product selling prices, reduced sales volume, and an increased proportion of revenue from lower gross margin products[21][22] - In terms of R&D, the company completed the renewal registration for 76 Class II products and successfully completed the initial registration for 1 Class III novel coronavirus antigen detection kit[25] Future Outlook China's IVD market is projected to exceed RMB 190 billion by 2028, and the company plans to strengthen its core business, diversify product lines, optimize operations, and expand market channels to seize opportunities - China's IVD market size is expected to grow from RMB 133.2 billion in 2024 to RMB 190 billion in 2028, maintaining high growth momentum[27] - The company's strategy for the second half of the year includes: maintaining the quality advantage of traditional biochemical diagnostic products and increasing sales; strengthening multi-pipeline product layout and market promotion; optimizing production processes to reduce production costs; and closely following industry trends to proactively plan for new business growth points[29] - The company's independently developed 4-laser 21-color BioCyteX (clinical) high-end flow cytometer has obtained a medical device registration certificate and commenced market sales on August 1, 2025, making it the first domestic brand product to receive a 4-laser flow cytometer registration certificate in China[29] - The company is actively expanding domestic and international market channels, for example, achieving steady sales growth in the Southeast Asian market through deep cooperation with China Resources Beijing Technology to build an integrated IVD supply chain platform[30][31] Capital Structure, Financial Position, and Liquidity During the reporting period, the company's capital structure changed with increased net debt and net debt-to-capital ratio, and decreased cash and bank balances, relying on borrowings for operations Capital Structure Key Indicators | Metric | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 46,345 | 68,213 | -21,868 | | Short-term Loans | 133,983 | 143,665 | -9,682 | | Long-term Loans | 2,855 | 4,456 | -1,601 | | Net Debt | 90,493 | 80,008 | +10,485 | | Net Debt-to-Capital Ratio | 58% | 46% | +12 percentage points | | Debt-to-Asset Ratio (Total Liabilities/Total Assets) | 64% | 63% | +1 percentage point | - During the reporting period, the company renewed or obtained new bank and other borrowings totaling approximately RMB 79.5 million[32] - Some of the company's buildings, prepaid land lease payments, and machinery were pledged as collateral for bank loans, involving approximately RMB 81.8 million in bank loans and RMB 2.4 million in other loans[36] Foreign Exchange Risk The Group's operations are primarily in China, with most transactions in RMB, resulting in low foreign exchange risk, with minimal HKD cash for Hong Kong expenses - The Group's operations are primarily located in China, with almost all transactions conducted in RMB, resulting in low foreign exchange risk[35] - A small amount of HKD-denominated cash is held in Hong Kong bank accounts to cover miscellaneous expenses incurred in Hong Kong[35] Capital Expenditure For the six months ended June 30, 2025, the Group's total capital expenditure amounted to RMB 8 million - For the six months ended June 30, 2025, the Group's total capital expenditure amounted to RMB 8 million[37] Contingent Liabilities As of the reporting period end, the Group's counter-guarantee for a loan to a guarantee company remained at RMB 2 million, consistent with the end of 2024 Contingent Liabilities | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Counter-guarantee to a guarantee company for a loan | 2,000 | 2,000 | Significant Investments, Acquisitions, Disposals, and Future Plans During the reporting period, the company held no significant investments or conducted major acquisitions/disposals, but plans to actively seek investment opportunities and strategic expansions to enhance revenue and profitability - For the six months ended June 30, 2025, the company held no significant investments and did not undertake any major acquisitions or disposals of subsidiaries and associates[39] - The Group will actively seek investment opportunities to expand its revenue base, enhance future financial performance and profitability, and pursue strategic expansion through acquisitions of suitable target companies[39] Employees and Remuneration Policy As of June 30, 2025, the Group employed 471 full-time employees, with total staff costs of RMB 42.7 million, a decrease year-on-year, and remunerates based on qualifications, experience, performance, and market levels - As of June 30, 2025, the Group employed 471 full-time employees, a decrease from 554 in the same period of 2024[41] - For the six months ended June 30, 2025, the Group's total staff costs were approximately RMB 42.7 million, a decrease from RMB 52.1 million in the same period[41] - The company determines remuneration based on the qualifications, experience, performance, and market levels of employees and directors, and provides regular training to enhance their technical skills and product knowledge[41] Events After Reporting Period No significant events affecting the company occurred after the reporting period and up to the date of this report, other than those already disclosed - Except as disclosed in this report, no significant events affecting the company occurred after the reporting period and up to the date of this report[43] Acknowledgements Mr. Chen Zhengyong, Chairman of the Board, expressed sincere gratitude on behalf of the Board to all shareholders, business partners, and employees for their contributions - Mr. Chen Zhengyong, Chairman of the Board, on behalf of the Board, extended sincere gratitude to all shareholders, business partners for their steadfast support, and all employees for their valuable contributions[44][45] Condensed Consolidated Statement of Profit or Loss Profit or Loss Overview For the six months ended June 30, 2025, the Group's revenue decreased by 28.4% to RMB 95,815 thousand, gross profit decreased by 36.1% to RMB 37,378 thousand, and loss for the period expanded to RMB 22,902 thousand Condensed Consolidated Statement of Profit or Loss Key Data | Metric | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 95,815 | 133,828 | | Cost of Sales | (58,437) | (75,297) | | Gross Profit | 37,378 | 58,531 | | Loss from Operating Activities | (18,315) | (11,951) | | Loss Before Tax | (22,693) | (16,145) | | Loss for the Period | (22,902) | (18,314) | | Loss Attributable to Owners of the Parent | (17,976) | (13,182) | | Basic and Diluted Loss Per Share (RMB) | (0.124) | (0.091) | Condensed Consolidated Statement of Comprehensive Income Comprehensive Income Overview For the six months ended June 30, 2025, the Group's total loss for the period and total comprehensive loss amounted to RMB 22,873 thousand, with RMB 17,947 thousand attributable to owners of the parent Condensed Consolidated Statement of Comprehensive Income Key Data | Metric | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Total Loss for the Period and Total Comprehensive Loss | (22,873) | (18,337) | | Attributable to Owners of the Parent | (17,947) | (13,205) | | Attributable to Non-controlling Interests | (4,926) | (5,132) | Condensed Consolidated Statement of Financial Position Assets and Liabilities Overview As of June 30, 2025, the Group reported total non-current assets of RMB 189,228 thousand, total current assets of RMB 245,903 thousand, and total current liabilities of RMB 272,675 thousand, resulting in net current liabilities of RMB (26,772) thousand Condensed Consolidated Statement of Financial Position Key Data | Metric | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Total Non-current Assets | 189,228 | 191,967 | | Total Current Assets | 245,903 | 285,405 | | Total Current Liabilities | 272,675 | 292,895 | | Net Current Liabilities | (26,772) | (7,490) | | Net Assets | 155,094 | 174,467 | | Total Equity | 155,094 | 174,467 | - Current liabilities exceeded current assets by approximately RMB 26,772 thousand, but the directors believe the Group will have sufficient bank financing and major shareholder support to prepare the financial statements on a going concern basis[54] Condensed Consolidated Statement of Changes in Equity Equity Changes Overview For the six months ended June 30, 2025, equity attributable to owners of the parent decreased from RMB 167,805 thousand to RMB 149,858 thousand, primarily due to a loss for the period of RMB 17,976 thousand Condensed Consolidated Statement of Changes in Equity Key Data | Metric | June 30, 2025 (RMB thousands) | January 1, 2024 (RMB thousands) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Parent at Beginning of Period | 167,805 | 210,387 | | Loss for the Period | (17,976) | (13,182) | | Exchange Differences on Translation of Foreign Operations | 29 | (23) | | Capital Contribution from Non-controlling Interests of a Subsidiary | – | – | | Equity Attributable to Owners of the Parent at End of Period | 149,858 | 197,182 | | Non-controlling Interests at End of Period | 5,236 | 15,885 | | Total Equity at End of Period | 155,094 | 213,067 | Condensed Consolidated Statement of Cash Flows Cash Flow Overview For the six months ended June 30, 2025, net cash used in operating activities was RMB (22,537) thousand, net cash from investing activities was RMB 1,509 thousand, and net cash used in financing activities was RMB (840) thousand, resulting in a net decrease in cash and cash equivalents of RMB (21,868) thousand Condensed Consolidated Statement of Cash Flows Key Data | Metric | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (22,537) | (28,956) | | Net Cash From/(Used in) Investing Activities | 1,509 | (927) | | Net Cash (Used in)/From Financing Activities | (840) | 1,549 | | Net Decrease in Cash and Cash Equivalents | (21,868) | (28,334) | | Cash and Cash Equivalents at Beginning of Period | 68,213 | 63,410 | | Cash and Cash Equivalents at End of Period | 46,345 | 35,076 | Notes to the Condensed Consolidated Financial Statements 1. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards on a going concern basis, supported by sufficient bank financing and major shareholders despite net current liabilities - The condensed consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[54] - As of June 30, 2025, the Group's current liabilities exceeded current assets by approximately RMB 26,772,000, but the directors believe there is sufficient bank financing and major shareholder support, thus preparing on a going concern basis[54] 2. Changes in Accounting Policies and Disclosures The financial information for this period adopted revised Hong Kong Financial Reporting Standards for the first time, with no significant financial impact or material changes to accounting policies - The financial information for this period adopted revised Hong Kong Financial Reporting Standards for the first time, including amendments to Hong Kong Accounting Standard 21 – Lack of Exchangeability[55][56] - The adoption of these amendments had no significant financial impact on the condensed consolidated financial information, and there were no material changes to accounting policies[56] 3. Operating Segment Information The Group operates a single reportable segment: in-vitro diagnostic reagent products, with approximately 89% of revenue from mainland China customers and all non-current assets located in mainland China - The Group has only one reportable operating segment: the in-vitro diagnostic reagent products segment, which covers the manufacturing, sales, and distribution of various single/dual diagnostic reagent products[58] - For the six months ended June 30, 2025, approximately 89% of revenue was derived from customers in mainland China, and all non-current assets are located in mainland China[59] - During the reporting period, no single customer contributed 10% or more to the Group's revenue[60] 4. Revenue The Group's total revenue for the reporting period was RMB 95,815 thousand, primarily derived from the sale of in-vitro diagnostic reagent products, which accounted for RMB 93,928 thousand Revenue Analysis | Revenue Source | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Sale of in-vitro diagnostic reagent products | 93,928 | 133,049 | | Other services | 1,887 | 779 | | Total Revenue | 95,815 | 133,828 | 5. Loss from Operating Activities The Group's loss from operating activities was primarily influenced by the cost of inventories sold and services rendered, and depreciation and amortization expenses, totaling RMB 58,437 thousand and RMB 10,254 thousand respectively Components of Loss from Operating Activities | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of inventories sold and services rendered | 58,437 | 75,297 | | Exchange differences, net | (63) | 9 | | Depreciation of property, plant and equipment | 7,367 | 7,790 | | Depreciation of investment properties | 361 | 361 | | Depreciation of right-of-use assets | 1,444 | 1,505 | | Amortisation of other intangible assets | 1,082 | 1,562 | 6. Income Tax Expense The Group operates in China with a 25% corporate income tax rate, but the company and a subsidiary enjoy a 15% preferential rate as high-tech enterprises, resulting in an income tax expense of RMB 209 thousand for the period - The Group operates in China, where the corporate income tax rate is 25%[64] - The company and one of its subsidiaries (CNBG Jinyu) enjoy a 15% preferential tax rate as high-tech enterprises[64] Income Tax Expense | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Current – China | 209 | 2,212 | | Deferred | – | (43) | | Total Tax Expense for the Period | 209 | 2,169 | 7. Loss Per Share Attributable to Owners of the Company For the six months ended June 30, 2025, the basic loss per share attributable to owners of the company was RMB 0.124, with diluted loss per share being the same due to no potential dilutive ordinary shares - The basic loss per share for the six months ended June 30, 2025, was RMB 0.124[67] - Loss per share is calculated based on the unaudited loss for the period attributable to the company's equity and the weighted average of 144,707,176 ordinary shares outstanding during the period[67] - As the Group had no potentially dilutive ordinary shares outstanding during the reporting period, the diluted loss per share is the same as the basic loss per share[67] 8. Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025[68] 9. Trade and Bills Receivables As of June 30, 2025, the Group's total trade and bills receivables decreased to RMB 106,123 thousand from RMB 121,544 thousand at the end of 2024, with credit terms typically ranging from three to twelve months - The Group typically grants credit terms of three months to its customers, with some long-term customers receiving payment periods ranging from four to twelve months[70] Ageing Analysis of Trade and Bills Receivables | Ageing | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 3 months | 21,996 | 33,801 | | 4 to 6 months | 17,062 | 20,919 | | 7 to 12 months | 22,979 | 27,428 | | 1 to 2 years | 32,258 | 31,690 | | Over 2 years | 11,828 | 7,706 | | Total | 106,123 | 121,544 | 10. Trade Payables As of June 30, 2025, the Group's total trade payables decreased to RMB 71,965 thousand from RMB 87,108 thousand at the end of 2024, which are interest-free and typically settled within 30 to 90 days - Trade payables are interest-free and typically settled within 30 to 90 days of the credit period[72] Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 3 months | 9,286 | 21,543 | | 4 to 6 months | 10,772 | 7,390 | | 7 to 12 months | 11,911 | 11,494 | | 1 to 2 years | 14,056 | 33,946 | | Over 2 years | 25,940 | 12,735 | | Total | 71,965 | 87,108 | 11. Interest-Bearing Bank and Other Borrowings As of June 30, 2025, the Group's total interest-bearing bank and other borrowings amounted to RMB 136,838 thousand, predominantly current bank loans, with secured bank loans totaling RMB 91,800 thousand Interest-Bearing Bank and Other Borrowings | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank loans (unsecured) | 42,608 | 53,764 | | Bank loans (secured) | 91,800 | 78,900 | | Other loans (unsecured) | – | 10,000 | | Other loans (secured) | 2,430 | 5,557 | | Total Bank and Other Borrowings | 136,838 | 148,221 | | Classified as current liabilities | (133,983) | (143,665) | | Non-current portion | 2,855 | 4,556 | 12. Share Capital As of June 30, 2025, the company's total registered, issued, and fully paid share capital was RMB 144,707 thousand, comprising 80,421,033 domestic shares and 64,286,143 H shares, each with a par value of RMB 1 Share Capital Composition | Share Type | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Domestic Shares (80,421,033 shares) | 80,421 | 80,421 | | H Shares (64,286,143 shares) | 64,286 | 64,826 | | Total Share Capital | 144,707 | 144,707 | 13. Contingent Liabilities As of June 30, 2025, the Group's counter-guarantee for a subsidiary's loan to a guarantee company remained at RMB 2,000,000, consistent with the end of 2024 - As of June 30, 2025, the Group's counter-guarantee to a guarantee company for a loan granted to a subsidiary was RMB 2,000,000[76] 14. Related Party Transactions During the reporting period, the Group engaged in related party transactions including technical service fees, product sales, and purchases, with some agreements terminating due to expiry or disposal of the related entity Significant Transactions with Related Parties | Transaction Type | Related Party | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | | Payment of technical service fees | Institute of Biophysics, Chinese Academy of Sciences | – | 250 | | Sale of products | Anhui Guoke Kangyi Medical Technology Co., Ltd. | – | 859 | | Purchase of products and materials | Anhui Guoke Kangyi Medical Technology Co., Ltd. | – | 750 | - The company's 20-year exclusive technical license agreement with the Institute of Biophysics expired in December 2024, and no further usage fees have been paid since then[83] - Anhui Guoke Kangyi Medical Technology Co., Ltd. was sold to an independent third party on April 1, 2024, thus terminating the ongoing connected transactions with that company[83] Unpaid Balances with Related Parties | Item | Related Party | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | | Other payables | Institute of Biophysics | 4,500 | 4,500 | | Trade payables | Anhui Guoke Kangyi Medical Technology Co., Ltd. | – | 290 | Key Management Personnel Remuneration | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Short-term employee benefits | 1,445 | 2,809 | | Post-employment benefits | 188 | 224 | | Total | 1,633 | 3,033 | 15. Approval of Financial Statements The Board of Directors approved and authorized the publication of the condensed financial statements on August 29, 2025 - The Board of Directors approved and authorized the publication of the condensed financial statements on August 29, 2025[82] Other Information Directors', Supervisors' and Chief Executive's Interests in Shares and Underlying Shares As of June 30, 2025, Mr. Wu Lebin, Mr. Chen Peng, and Mr. Chen Zhengyong held domestic shares representing 2.42%, 7.83%, and 6.91% respectively of the company's total registered share capital Directors', Supervisors' and Chief Executive's Long Positions in the Company's Shares | Name | Number of Domestic Shares Held | Percentage of Company's Domestic Shares | Percentage of Company's Total Registered Share Capital | | :--- | :--- | :--- | :--- | | Mr. Wu Lebin | 3,500,878 | 4.35% | 2.42% | | Mr. Chen Peng | 11,330,334 | 14.09% | 7.83% | | Mr. Chen Zhengyong | 10,000,000 | 12.43% | 6.91% | - Save as disclosed above, no director, supervisor, or chief executive had any disclosable interests or short positions in the shares and underlying shares of the company or any of its associated corporations[84] Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares As of June 30, 2025, Beijing Pusa Asset Management Co., Ltd. was the largest shareholder, holding 38.93% of domestic shares, representing 21.64% of total registered share capital, with other significant shareholders also disclosed Substantial Shareholders' and Other Persons' Long Positions in the Company's Shares | Shareholder Name/Individual | Capacity and Nature of Interest | Number of Company Shares Held (Domestic Shares) | Number of Company Shares Held (H Shares) | Percentage of Relevant Class of Company Shares (Domestic Shares) | Percentage of Relevant Class of Company Shares (H Shares) | Percentage of Company's Total Registered Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Beijing Pusa Asset Management Co., Ltd. | Directly beneficially owned | 31,308,576 | – | 38.93% | – | 21.64% | | Hong Kong Zhixin Investment Co., Ltd. | Directly beneficially owned | – | 27,256,143 | – | 42.40% | 18.84% | | Hainan Zhixin Investment Partnership (Limited Partnership) | Through controlled corporation | – | 27,256,143 | – | 42.40% | 18.84% | | Mr. Li Dongfeng | Through controlled corporation | – | 27,256,143 | – | 42.40% | 18.84% | | Mr. Yan Kang | Through controlled corporation | – | 27,256,143 | – | 42.40% | 18.84% | | Yunnan Shengneng Investment Partnership (Limited Partnership) | Directly beneficially owned | 10,939,314 | 6,780,000 | 13.60% | 10.55% | 12.24% | | Mr. Li Yangyixiong | Through controlled corporation | 10,939,314 | 6,780,000 | 13.60% | 10.55% | 12.24% | | Jingning Guoke Kangyi Enterprise Management Center (Limited Partnership) | Directly beneficially owned | 11,330,334 | – | 14.09% | – | 7.83% | | Sichuan CNBG Medical Devices Co., Ltd. | Directly beneficially owned | 10,000,000 | – | 12.43% | – | 6.91% | | Zhongshi Jianyue Co., Ltd. | Directly beneficially owned | – | 3,800,000 | – | 5.91% | 2.63% | | Wang Kuan Cheng Education Fund | Through controlled corporation | – | 3,800,000 | – | 5.91% | 2.63% | - Hong Kong Zhixin Investment Co., Ltd. is wholly owned by Hainan Zhixin Investment Partnership (Limited Partnership), which is approximately 36.01% owned by Mr. Yan Kang and Mr. Li Dongfeng, respectively[89] - Jingning Guoke Kangyi Enterprise Management Center (Limited Partnership) is 99.5% owned by Mr. Chen Peng, the company's President[89] - Sichuan CNBG Medical Devices Co., Ltd. is approximately 77.94% owned by Mr. Chen Zhengyong[89] Directors' and Supervisors' Rights to Acquire Shares or Debentures For the six months ended June 30, 2025, neither the company nor its subsidiaries granted any rights or options to directors, supervisors, or their associates to acquire the company's shares or debentures, nor were such rights exercised - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries granted any rights or options to directors or supervisors or their respective associates to acquire any shares or debentures of the company, nor were such rights exercised[92] Competing Interests During the reporting period and up to the date of this report, no directors, supervisors, substantial shareholders, or their close associates held interests in any business competing with the Group or had any conflicts of interest - During the reporting period and up to the date of this report, no director, supervisor, substantial shareholder of the company, or any of their respective close associates had any interest in any business that competes or may compete, directly or indirectly, with the Group's business, nor had any actual or potential conflict of interest with the Group[93] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[94] Directors' Securities Transactions The Group has adopted a standard code for directors' securities transactions and confirmed that all directors complied with the required dealing standards throughout the reporting period - The Group has adopted a standard code for directors' securities transactions in accordance with Rules 5.48 to 5.67 of the GEM Listing Rules[95] - Following specific inquiries made to the directors, the company confirmed that all directors complied with the required dealing standards throughout the reporting period[95] Audit Committee The company's Audit Committee, established in compliance with GEM Listing Rules, reviews and oversees financial reporting and internal control systems, and has reviewed the Group's unaudited condensed consolidated financial statements - The company has established an Audit Committee with written terms of reference in compliance with the GEM Listing Rules[96] - The primary responsibilities of the Audit Committee are to review and oversee the company's financial reporting process and internal control systems[96] - The Audit Committee, comprising four independent non-executive directors with Mr. Fan Xiaoliang as Chairman, has reviewed the Group's unaudited condensed consolidated financial statements for the reporting period[96] Corporate Governance The company complied with all applicable code provisions of the Corporate Governance Code, except for code provision D.2.5 (internal audit function), which is fulfilled through board-established arrangements and external consultants - The company complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules, except for code provision D.2.5 (internal audit function)[97] - The Group decided not to establish an internal audit department for the time being but has implemented sufficient measures to fulfill the internal audit function, including financial reporting and internal control principles established by the Board, and engaging external consultants for internal reviews[97] Update on Directors' Information under Rule 17.50A(1) of the GEM Listing Rules This section updates directors' information since the 2024 annual report, including Mr. Chen Zhengyong's appointment as Chairman and Mr. Li Zhonghua's re-designation as Executive Director and Vice Chairman - Mr. Chen Zhengyong was appointed as the Chairman of the Board, an authorized representative of the company, and the Chairman of the Nomination Committee, effective from May 30, 2025, and July 15, 2025, respectively[101] - Mr. Li Zhonghua was re-designated from a non-executive director to an executive director and appointed as the Vice Chairman of the Board, effective from May 30, 2025[101]