中国育儿网络(01736) - 2025 - 中期财报

Company Information The company's board of directors comprises executive, non-executive, and independent non-executive directors, with key committee chairs and main operating locations in Nanjing, China, and Jordan, Hong Kong - The company's board of directors consists of Executive Directors Mr. Zhang Lake Mozi (Chairman) and Mr. Cheng Li, Non-executive Directors Mr. Zhang Haihua and Ms. Song Yuanyuan, and Independent Non-executive Directors Mr. Zhao Zhen, Ms. Huang Mengting, and Mr. Pan Wenni[6] - The Audit Committee Chairman is Mr. Pan Wenni, the Nomination Committee Chairman is Mr. Zhang Lake Mozi, and the Remuneration Committee Chairman is Ms. Huang Mengting[6] - The Company Headquarters and China's Main Operating Location are in Nanjing, Jiangsu Province, China, and Hong Kong's Main Operating Location is in Jordan, Kowloon, Hong Kong[6][8] Summary The interim financial results for the six months ended June 30, 2025, show a significant decrease in revenue and a substantial increase in loss for the period Condensed Consolidated Interim Results Summary for the Six Months Ended June 30, 2025 | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 9,475 | 16,539 | | Gross Profit | 2,686 | 1,599 | | Loss for the Period | (21,925) | (10,262) | | Total Loss for the Period Attributable to Owners of the Company | (21,925) | (10,262) | - Revenue decreased by 43% year-on-year, and loss for the period increased by 114% year-on-year[10] Management Discussion and Analysis This section provides an overview of the company's business, future outlook, financial performance, and key operational aspects Business Review Yu'erwang continues to serve young Chinese families through content, private domain, e-commerce, and O2O services, expanding community reach and collaborating with professional institutions - Yu'erwang integrates the entire family consumption service chain through its four major matrices: content matrix, private domain matrix, e-commerce matrix, and O2O service matrix[11] - The company deepens cooperation with professional institutions such as the China National Committee for the Wellbeing of the Youth's Child Development Research Center and the National Health Commission to jointly develop a 0-6 year-old parent school curriculum system and content co-construction projects[12] - Yu'erwang's community matrix covers over 5.26 million person-times, with a total of 27,300+ communities, including mom store owner groups, group leader distribution groups, maternal and infant communication groups, and local travel groups[12] Future Outlook Yu'erwang aims for continuous innovation and ecosystem enhancement to provide personalized smart home solutions for young Chinese families and drive brand business growth - The company will continue to innovate and progress, constantly improving its ecosystem layout to provide personalized smart home solutions for young Chinese families[15] - Yu'erwang aims to facilitate sustained brand business growth, upholding the vision of "doing practical things for users and serving more families"[15] Financial Review The Group's revenue significantly decreased by 43% to RMB 9.5 million, while gross profit increased by 68% to RMB 2.7 million, and loss for the period expanded by 114% to RMB 21.9 million Revenue Revenue for the six months ended June 30, 2025, decreased by 43% to RMB 9.475 million, primarily due to reduced e-commerce wholesale and a decline in advertising and promotion business Revenue Comparison | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9,475 | 16,539 | -43% | - The decrease in revenue was mainly due to reduced e-commerce wholesale in the first half of the year and a decline in advertising and promotion business affected by economic conditions[16] Cost of Sales Cost of sales decreased by 55% to RMB 6.789 million for the six months ended June 30, 2025, primarily due to a reduction in orders during the period Cost of Sales Comparison | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Sales | 6,789 | 14,940 | -55% | - The decrease in cost of sales was mainly due to a reduction in orders during the period[17] Gross Profit and Gross Profit Margin Gross profit increased by 68% to RMB 2.686 million, and the gross profit margin rose by 18.6 percentage points to 28.3%, mainly because APP product maintenance expenses normalized in 2025 Gross Profit and Gross Profit Margin Comparison | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 2,686 | 1,599 | +68% | | Gross Profit Margin | 28.3% | 9.7% | +18.6pp | - The increase in gross profit and gross profit margin was mainly due to the company's APP product maintenance expenses being concentrated in 2024 and returning to normal in 2025[18] Other Income, Gains and Losses Other income, gains, and losses shifted from a gain of RMB 6.326 million in 2024 to a loss of RMB 7.962 million in 2025, primarily due to the disposal of two subsidiaries Other Income, Gains and Losses Comparison | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Other Income, Gains and Losses | (7,962) | 6,326 | -226% | - Other income, gains, and losses shifted from a gain to a loss, primarily due to the disposal of two subsidiaries[19] Selling and Distribution Expenses Selling and distribution expenses decreased by 59% to RMB 2.688 million for the six months ended June 30, 2025, mainly due to unfavorable market conditions Selling and Distribution Expenses Comparison | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 2,688 | 6,507 | -59% | - The decrease in selling and distribution expenses was mainly due to unfavorable market conditions[20] Administrative Expenses Administrative expenses increased by 8% to RMB 7.717 million for the six months ended June 30, 2025, primarily due to higher intermediary fees Administrative Expenses Comparison | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 7,717 | 7,163 | +8% | - The increase in administrative expenses was mainly due to higher intermediary fees[21] Research and Development Costs Research and development costs increased by 35% to RMB 2.774 million for the six months ended June 30, 2025, mainly due to increased investment in technology development Research and Development Costs Comparison | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Research and Development Costs | 2,774 | 2,057 | +35% | - The increase in research and development costs was mainly due to increased investment in technology development[22] Income Tax Expense Income tax expense for the six months ended June 30, 2025, was RMB 446 thousand, compared to zero in the prior period Income Tax Expense Comparison | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Income Tax Expense | 446 | 0 | Loss for the Period Loss for the period expanded by 114% to RMB 21.925 million for the six months ended June 30, 2025 Loss for the Period Comparison | Metric | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Period | (21,925) | (10,262) | +114% | Gearing Ratio The gearing ratio increased by 25 percentage points to 137% as of June 30, 2025, indicating a rise in the debt level Gearing Ratio Comparison | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 137% | 112% | - The gearing ratio increased by 25 percentage points, indicating an increase in the debt level[25] Liquidity and Financial Resources Net current liabilities increased, while cash and cash equivalents and total borrowings also rose as of June 30, 2025 Liquidity and Financial Resources Comparison | Metric | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Current Liabilities | (27,035) | (20,412) | | Cash and Cash Equivalents | 4,203 | 2,758 | | Borrowings | 23,465 | 21,545 | - Net current liabilities increased, cash and cash equivalents increased, and total borrowings also rose[26] Foreign Exchange Risk The Group's transactions are primarily settled in RMB, with some cash and bank deposits denominated in HKD, and no significant operational impact from exchange rate fluctuations was experienced - The Group's transactions are primarily settled in RMB, with some cash and bank deposits settled in HKD[27] - During the period, no significant operational impact or liquidity difficulties due to exchange rate changes were experienced, nor were there any hedging transactions or forward contract arrangements[27] Employees, Training and Remuneration Policies The Group's remuneration policy considers director responsibilities and company performance, with salaries based on employee performance and tenure, and training provided for new hires and professional development - The Company's Remuneration Committee determines remuneration based on directors' responsibilities, workload, time commitment, and Group performance[28] - The Group provides training for new employees and arranges internal and external training, covering topics such as finance, accounting, risk management, and information technology[28] Employee Count and Cost Comparison | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total Employees | 33 employees | 41 employees | | Total Staff Costs (RMB thousands) | 1,900 | 4,800 | Significant Acquisitions and Disposals of Subsidiaries, Associates or Joint Ventures The company disposed of its equity interest in Xibai (Nanjing) Information Technology Co., Ltd., and consequently Nanjing Xinchuang Micro-Electro Mechanical Technology Co., Ltd., for RMB 500,000 on April 1, 2025 - The Company's indirect wholly-owned subsidiary, Star Group Limited, disposed of its equity interest in Xibai (Nanjing) Information Technology Co., Ltd. on April 1, 2025, for a consideration of RMB 500,000[29] - Following the disposal of Nanjing Xibai, Nanjing Xinchuang Micro-Electro Mechanical Technology Co., Ltd. was also effectively disposed of[29] Pledge of Assets As of June 30, 2025, the Group had no pledged bank deposits - As of June 30, 2025, the Group had no pledged bank deposits (December 31, 2024: Nil)[30] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: Nil)[31] Dividends 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 (for the six months ended June 30, 2024: Nil)[32] Financial Assets As of June 30, 2025, the company held a 17.64% stake in CCLOUD TECH LIMITED, with an investment of HKD 50 million and a fair value of RMB 5.26 million, representing 15.07% of total assets Details of Significant Financial Asset Investments | Related Company Name | Shareholding Percentage | Investment Amount (HKD) | Fair Value (RMB) | Percentage of Total Assets | Principal Business | | :--- | :--- | :--- | :--- | :--- | :--- | | CCLOUD TECH LIMITED | 17.64% | 50,000,000.00 | 5,262,746 | 15.07% | R&D and operation combining blockchain technology with the real economy, providing cross-border consumption, education, new retail platforms, etc | - The Company continuously monitors and conducts third-party professional evaluations of its investments, believing that the Group's overall investments in the first half of 2025 align with strategic layout trends[34] Loans to Other Entities The Group provided a 36-month loan with an annual interest rate of 6.0% to Nanjing Qianyu Information Technology Co., Ltd., with a carrying value of RMB 13.777 million, representing 39.5% of total assets Details of Loans to Other Entities | Related Company Name | Amount Borrowed (RMB) | Annual Interest Rate | Loan Term | Loan Guarantee | Carrying Value (RMB) | Percentage of Total Assets | Principal Business | Accumulated Interest Income (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Nanjing Qianyu Information Technology Co., Ltd. | 12,000,000.00 | 6% | 36月 | Guaranteed by an A-share listed company | 13,776,672 | 39.5% | Main parent-child consumption platform | 4,404,932 | - This loan agreement is in line with the Group's long-term interests[35] Investment Objectives and Policies The Group, as a vertical maternal and infant online platform, aims to expand family-related businesses into health, education, and entertainment, seeking long-term equity investments or loan financing in emerging industries - The Group aims to extend its maternal and infant platform business to multiple areas such as health, education, and entertainment, expanding user acquisition scope and extending user lifecycle[38] - The company intends to leverage external empowerment to expand into core areas such as new social retail, family healthcare, family education, and internet technology, by investing in related companies to reduce costs and quickly enter new industries[38] - The Company prefers long-term investments, typically investing in target entities for over one year, and investments in target entities generally do not exceed 20% of the target entity's equity[39] Corporate Governance and Other Information This section details directors' and major shareholders' interests, share option and award schemes, compliance with corporate governance codes, and risk factors Directors' and Chief Executives' Interests and/or Short Positions in the Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of June 30, 2025, Executive Director Mr. Cheng Li held 6.94% of the company's shares through Victory Glory Holdings Limited, and Non-executive Director Ms. Song Yuanyuan held 3.60% through XI-F-AI PTE.LTD Directors' Long Positions in the Company's Shares | Director's Name | Nature of Interest | Number of Shares or Underlying Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Cheng Li | Interest in Controlled Corporation | 3,000,000 | 6.94% | | Ms. Song Yuanyuan | Interest in Controlled Corporation | 1,555,817 | 3.60% | Directors' Interests in Other Group Members (Long Positions) | Director's Name | Subsidiary Name | Nature of Interest | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Cheng Li | Nanjing Yilaoyixiao Information Technology Co., Ltd. | Interest in Controlled Corporation | 90% | | Ms. Song Yuanyuan | Nanjing Yilaoyixiao Information Technology Co., Ltd. | Interest in Controlled Corporation | 10% | Substantial Shareholders' and Other Persons' Interests and/or Short Positions in the Shares and Underlying Shares of the Company As of June 30, 2025, Maria Rachel Mai Decolongon Tatoy held 12.52% of the company's shares, Victory Glory held 6.94%, Tan Chiu Lan Francine held 9.71%, Gan Kwang Lee (spouse's interest) held 9.71%, and Lee Yong Soon held 7.17% Substantial Shareholders' Long Positions in the Company's Shares | Name | Nature of Interest | Number of Shares or Underlying Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Maria Rachel Mai Decolongon Tatoy | Beneficial Owner and Interest in Controlled Corporation | 5,408,825 | 12.52% | | Victory Glory | Beneficial Owner | 3,000,000 | 6.94% | | Tan Chiu Lan Francine | Beneficial Owner | 4,194,751 | 9.71% | | Gan Kwang Lee | Spouse's Interest | 4,194,751 | 9.71% | | Lee Yong Soon | Beneficial Owner | 3,099,329 | 7.17% | Share Option Scheme The company adopted a share option scheme on June 19, 2015, effective for ten years, with a maximum issuance of 2.5 million shares, representing approximately 5.8% of issued shares, and no options were granted or outstanding as of June 30, 2025 - The share option scheme was adopted on June 19, 2015, to provide incentives or rewards to eligible persons, valid for ten years[50] - The maximum number of shares that may be issued under the share option scheme is 2,500,000 (after share consolidation), representing approximately 5.8% of the Company's issued shares[51] - As of June 30, 2025, no share options were granted, and therefore no outstanding share options existed[52] Share Award Scheme The Board adopted a share award scheme on July 6, 2016, to recognize employee contributions, with a maximum of 10% of issued share capital for awards and 1% for any single employee, valid until July 5, 2026 - The share award scheme was adopted on July 6, 2016, to recognize and appreciate the contributions of eligible employees to the Group's growth and development[53] - The maximum number of awarded shares under the scheme shall not exceed 10% of the Company's issued share capital from time to time, and the maximum number of shares granted to a single selected employee shall not exceed 1%[54] - The scheme is valid and effective for ten years from the adoption date until July 5, 2026[55] Directors' Rights to Acquire Shares or Debentures As of June 30, 2025, no rights to acquire benefits through purchasing the company's shares or debentures were granted to any director, their spouse, or minor children - As of June 30, 2025, no rights to acquire benefits through purchasing the Company's shares or debentures were granted to any director or their respective spouse or children under 18 years of age[56] 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[57] Compliance with the Model Code for Securities Transactions by Directors The company adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules and confirmed full compliance by all directors during the period - The Company has adopted the Model Code as set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance with the standards set out in the Model Code during the period[58] Compliance with Eligibility Requirements and Laws and Regulations The Group's main business, value-added telecommunications services, is subject to foreign investment restrictions in China, which the company addresses through structured contractual arrangements to control operations - The Group's principal business is value-added telecommunications services, and foreign investment is subject to significant restrictions under PRC laws and regulations[59] - The Company entered into a series of contractual arrangements ("Structured Contracts") with Nanjing Yilaoyixiao and their respective registered shareholders to control business operations[59] - The Directors confirmed that as of the date of this report, the Company has taken all reasonable actions to ensure compliance with PRC laws and the eligibility requirements for overseas investors to substantially invest in value-added telecommunications services in China as permitted by relevant authorities[59] Competing Interests As of the report date, no director or their close associates held any significant interests in businesses that compete or may compete with the Group's business - As of the date of this report, no Director or their respective close associates had any material interest in any business that competes or may compete with the Group's business[61] Audit Committee and Review of Financial Statements The company's Audit Committee, chaired by Mr. Pan Wenni, is responsible for reviewing financial reports, risk management, and internal control systems, and has reviewed the Group's unaudited interim results - The primary responsibilities of the Audit Committee are to review the Company's annual report and accounts and interim report, the Group's financial reporting, risk management, and internal control systems[62] - The Audit Committee comprises Mr. Pan Wenni (Chairman), Ms. Huang Mengting (Independent Non-executive Director), and Ms. Song Yuanyuan (Non-executive Director)[62] - The Audit Committee has reviewed the Group's unaudited interim results and interim report for the period[62] Risks and Uncertainties The Group faces operational risks related to contractual arrangements with PRC entities, reliance on sales and promotion services, uncertainties in new business development, and potential impacts from expanding investment scale - The Group cannot guarantee that the contractual arrangements with its PRC contractual entities will be deemed by relevant governmental and judicial authorities to be in compliance with current or future PRC laws and regulations[63] - The Group's revenue is substantially dependent on the sales and promotion services provided, and new businesses may not be successfully and sustainably developed and introduced[63] - The Company's investment scale is expanding, and untimely and ineffective management may affect the realization of investment expectations; an investment team has been established and risk management and internal control measures implemented[65] Corporate Governance Code The company adopted the principles and code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules and confirmed full compliance during the period - The Company has adopted the Corporate Governance Code as set out in Appendix C1 of the Listing Rules and confirmed compliance with all code provisions during the period[66] By Order of the Board This interim report was issued by Mr. Cheng Li, Executive Director and Chief Executive Officer, on behalf of the Board on August 29, 2025, with the Board comprising two executive, two non-executive, and three independent non-executive directors - This report was issued by Mr. Cheng Li, Executive Director and Chief Executive Officer of China Parenting Network Holdings Limited, on August 29, 2025[67] - As of the date of this report, the Executive Directors are Mr. Zhang Lake Mozi and Mr. Cheng Li; the Non-executive Directors are Mr. Zhang Haihua and Ms. Song Yuanyuan; and the Independent Non-executive Directors are Mr. Zhao Zhen, Ms. Huang Mengting, and Mr. Pan Wenni[67] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's financial performance, including revenue, gross profit, loss for the period, and total comprehensive expense, for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue from contracts with customers | 9,475 | 16,539 | | Cost of sales | (6,789) | (14,940) | | Gross profit | 2,686 | 1,599 | | Other income, gains and losses | (7,962) | 6,326 | | Selling and distribution expenses | (2,688) | (6,507) | | Administrative expenses | (7,717) | (7,163) | | Research and development costs | (2,774) | (2,057) | | Reversal of impairment loss on financial and contract assets (impairment loss), net | 218 | (1) | | Fair value changes of financial assets at fair value through profit or loss | (325) | 389 | | Finance costs | (2,917) | (2,848) | | Loss before tax | (21,479) | (10,262) | | Income tax expense | (446) | – | | Loss for the period attributable to owners of the Company | (21,925) | (10,262) | | Other comprehensive income (expense) for the period | 13,540 | (27,848) | | Total comprehensive expense for the period attributable to owners of the Company | (8,385) | (38,110) | | Loss per share attributable to owners of the Company (RMB cents) | (50.74) | (27.15) | Condensed Consolidated Statement of Financial Position This statement outlines the Group's assets, liabilities, and equity as of June 30, 2025, and December 31, 2024, showing changes in financial position Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Metric | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 31 | 164 | | Right-of-use assets | 840 | 756 | | Other receivables | 13,777 | 13,551 | | Other financial assets | – | 844 | | Current assets | | | | Inventories | 5 | 16 | | Trade receivables | 5,907 | 19,043 | | Contract assets | 4,138 | 41 | |