今海医疗科技(02225) - 2025 - 中期财报

Company Information Board of Directors and Committees The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by audit, nomination, and remuneration committees to ensure sound corporate governance - The Board members include Chairman Mr. Chan Kwok Po (Executive Director), CEO Mr. Wong Chun Fei (Executive Director), and Vice Chairman Mr. Jiang Jiangyu (Non-executive Director, appointed on January 28, 2025)[3] - The Audit, Nomination, and Remuneration Committees are all chaired by Independent Non-executive Director Mr. Yim Kin Kwan[3] Principal Place of Business and Banks The company is registered in the Cayman Islands, with its headquarters and main China operations in Shanghai, and principal places of business in Singapore and Hong Kong, banking with Shanghai Pudong Development Bank, DBS Bank, and OCBC Bank - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in China located at 3/F, East Block, No. 1275 Meichuan Road, Putuo District, Shanghai[4] - The principal place of business in Hong Kong is at 3/F, GF Tower, 81 Lockhart Road, Wan Chai, and in Singapore at 31 Sungei Kadut Avenue[4] - Principal bankers include Shanghai Pudong Development Bank Co., Ltd. Hong Kong Branch, DBS Bank (Hong Kong) Limited, DBS Bank Ltd., and Oversea-Chinese Banking Corporation Limited[4] Listing Information The company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, with stock code 2225 and a board lot size of 5,000 shares - The company is listed on the Main Board of The Stock Exchange of Hong Kong Limited, with stock code 2225[5] - The board lot size for trading is 5,000 shares[5] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Overview of Period Performance For the six months ended June 30, 2025, the company experienced a significant decline in revenue, leading to an expanded loss for the period and an increase in total comprehensive expense Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Revenue | 14,529 | 25,937 | | Cost of sales and services | (12,447) | (18,515) | | Gross profit | 2,082 | 7,422 | | Other income, gains and losses, net | 200 | 873 | | Selling expenses | (256) | (214) | | Administrative expenses | (12,505) | (13,675) | | Reversal of provision for expected credit losses on trade receivables | 106 | – | | Finance costs | (349) | (347) | | Loss before tax | (10,722) | (5,941) | | Income tax expense | (78) | (12) | | Loss for the period | (10,800) | (5,953) | | Total comprehensive expense for the period | (10,274) | (6,246) | | Loss for the period attributable to owners of the Company | (10,253) | (6,043) | | Basic and diluted loss per share (Singapore cents) | (0.20) | (0.12) | Condensed Consolidated Statement of Financial Position Assets, Liabilities, and Equity Status As of June 30, 2025, the company's total assets and total equity both decreased compared to December 31, 2024, with a significant reduction in net current assets Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Indicator | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 26,403 | 28,703 | | Current assets | 23,748 | 30,164 | | Total assets | 50,151 | 58,867 | | Equity | | | | Equity attributable to owners of the Company | 27,356 | 31,806 | | Non-controlling interests | 419 | 973 | | Total equity | 27,775 | 32,779 | | Liabilities | | | | Non-current liabilities | 2,129 | 2,731 | | Current liabilities | 20,247 | 23,357 | | Total liabilities | 22,376 | 26,088 | | Net current assets | 3,501 | 6,807 | | Total assets less current liabilities | 29,904 | 35,510 | | Net assets | 27,775 | 32,779 | - Net current assets decreased from S$6,807 thousand as of December 31, 2024, to S$3,501 thousand as of June 30, 2025, a 48.6% decline[8] Condensed Consolidated Statement of Changes in Equity Analysis of Equity Changes For the six months ended June 30, 2025, the company's total equity decreased due to loss for the period and other comprehensive expenses, despite an increase in share-based payments Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | June 30, 2025 (S$ thousand) | June 30, 2024 (S$ thousand) | | :--- | :--- | :--- | | At January 1 (audited) | 32,779 | 37,490 | | Loss for the period | (10,800) | (5,953) | | Other comprehensive income/(expense) for the period | 526 | (293) | | Total comprehensive income/(expense) for the period | (10,274) | (6,246) | | Share-based payments | 5,270 | 6,453 | | Forfeiture of share options | – | – | | Changes in equity for the period | (5,004) | 207 | | At June 30 | 27,775 | 37,697 | - Equity attributable to owners of the Company decreased from S$31,806 thousand as of January 1, 2025, to S$27,356 thousand as of June 30, 2025, primarily due to a loss for the period of S$10,253 thousand[9] Condensed Consolidated Statement of Cash Flows Cash Flow Overview For the six months ended June 30, 2025, the company experienced net cash outflow from operating activities, net cash inflow from investing activities, and net cash outflow from financing activities, resulting in a significant decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (8,709) | 844 | | Net cash generated from/(used in) investing activities | 2,671 | (7,592) | | Net cash used in financing activities | (63) | (178) | | Net decrease in cash and cash equivalents | (6,101) | (6,926) | | Cash and cash equivalents at beginning of period | 10,446 | 20,196 | | Cash and cash equivalents at end of period | 4,889 | 13,173 | - Net cash used in operating activities was S$8,709 thousand in the first half of 2025, compared to a net inflow of S$844 thousand in the same period last year[11] - Cash and cash equivalents at the end of the period decreased from S$10,446 thousand at the beginning of the period to S$4,889 thousand[11] Notes to the Condensed Consolidated Financial Statements 1. General Information Imhai Medical Technology Co., Ltd. is an investment holding company primarily engaged in providing minimally invasive surgical solutions, medical products and related services, labor dispatch, dormitory services, IT services, and construction support services - The Company is an investment holding company, and its operating subsidiaries are principally engaged in providing minimally invasive surgical solutions and medical products and related services, labor dispatch and ancillary services, dormitory services, information technology services, and construction support services for the construction and building industry[12] 2. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the Listing Rules, with accounting policies consistent with the 2024 annual financial statements - The condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of the Rules Governing the Listing of Securities on the Stock Exchange[13] - The accounting policies and methods of computation used in the preparation of these condensed consolidated financial statements are consistent with those used in the annual financial statements for the year ended December 31, 2024[13] 3. Application of New and Revised International Financial Reporting Standards The Group has adopted all new and revised International Financial Reporting Standards effective January 1, 2025, with no significant changes to accounting policies, financial statement presentation, or reported amounts for the current and prior periods - The Group has adopted all new and revised International Financial Reporting Standards issued by the International Accounting Standards Board that are relevant to its operations and effective for accounting periods beginning on January 1, 2025[14] - The adoption of these new and revised International Financial Reporting Standards has not resulted in significant changes to the Group's accounting policies, the presentation of the Group's consolidated financial statements, or the amounts reported for the current and prior periods[14] 4. Fair Value Measurement The Group's fair value measurements use a three-level hierarchy, primarily involving investments at fair value through profit or loss (listed equities and funds) and equity investments at fair value through other comprehensive income (unlisted funds), with unlisted fund investments classified as Level 3 measurements Total Recurring Fair Value Measurements | Description | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | | :--- | :--- | :--- | | Investments at fair value through profit or loss | 2,081 | 4,479 | | Equity investments at fair value through other comprehensive income | 522 | 556 | | Total recurring fair value measurements | 2,603 | 5,035 | - Investments at fair value through profit or loss primarily consist of listed equity investments and listed fund investments, categorized as Level 1 inputs[19][20] - Equity investments at fair value through other comprehensive income are unlisted fund investments, categorized as Level 3 inputs, with their fair value decreasing from S$556 thousand as of December 31, 2024, to S$522 thousand as of June 30, 2025[19][20][21] 5. Revenue and Segment Information The Group's revenue primarily derives from minimally invasive surgical solutions and medical product services in China, and labor dispatch, dormitory services, IT services, and construction support services in Singapore. Total revenue significantly decreased in the first half of 2025, mainly due to business adjustments in China and reduced demand for dormitory services in Singapore Disaggregation of Revenue from Contracts with Customers (For the six months ended June 30) | Geographical Market | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | China | 6,333 | 12,432 | | Singapore | 6,818 | 7,894 | | Revenue from contracts with customers | 13,151 | 20,326 | | Rental income from provision of dormitory services | 1,378 | 5,611 | | Total revenue | 14,529 | 25,937 | - Total revenue for the first half of 2025 was S$14,529 thousand, a 44% decrease compared to S$25,937 thousand in the same period of 2024[26] - Revenue from China decreased from S$12,432 thousand to S$6,333 thousand, and revenue from Singapore decreased from S$7,894 thousand to S$6,818 thousand[26] - Fees for providing minimally invasive surgical solutions and medical products and related services were S$6,333 thousand in the first half of 2025, compared to S$12,302 thousand in the prior year period, representing a key revenue source[26] 6. Other Income, Gains and Losses, Net Other income, gains and losses, net, significantly decreased in the first half of 2025, primarily due to exchange losses offsetting net fair value changes in investments at fair value through profit or loss Other Income, Gains and Losses, Net (For the six months ended June 30) | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Government grants | 78 | 34 | | Dividend income from listed equity investments | 33 | 45 | | Interest income | 3 | 11 | | Work injury/worker compensation claims | 71 | 50 | | Sub-lease income | 226 | 183 | | Net fair value change on investments at fair value through profit or loss | 848 | 32 | | (Loss)/gain on disposal of investments at fair value through profit or loss | (370) | 7 | | Net exchange (loss)/gain | (826) | 449 | | Others | 137 | 57 | | Total | 200 | 873 | - Other income, gains and losses, net, for the first half of 2025 was S$200 thousand, a significant decrease from S$873 thousand in the same period of 2024[30] - Key changes include a net fair value change on investments at fair value through profit or loss increasing from S$32 thousand to S$848 thousand, but net exchange gain turning into a loss of S$826 thousand from a gain of S$449 thousand[30] 7. Finance Costs Finance costs slightly increased in the first half of 2025, mainly due to higher interest on bank borrowings Finance Costs (For the six months ended June 30) | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Interest on lease liabilities | 139 | 220 | | Interest on bank borrowings | 210 | 127 | | Total | 349 | 347 | - Interest on bank borrowings increased from S$127 thousand in the first half of 2024 to S$210 thousand in the first half of 2025[32] 8. Income Tax Expense Income tax expense significantly increased in the first half of 2025, primarily due to provisions for Singapore corporate income tax and under-provision in prior years Income Tax Expense (For the six months ended June 30) | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | China corporate income tax | – | 12 | | Singapore corporate income tax (provision for the period) | 31 | – | | Singapore corporate income tax (under-provision in prior years) | 35 | – | | Deferred tax | 12 | – | | Total income tax expense | 78 | 12 | - China business income tax is calculated at a 25% tax rate, while Singapore business income tax is provided at a 17% tax rate[36] 9. Loss for the Period The loss for the period expanded to S$10.8 million in the first half of 2025, primarily due to decreased revenue and lower gross profit margin, with depreciation, R&D expenses, and staff costs also contributing to the loss Items Deducted in Arriving at Loss for the Period (For the six months ended June 30) | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 220 | 55 | | Depreciation of right-of-use assets | 464 | 1,531 | | Depreciation of investment properties | 1,425 | 1,103 | | Research and development expenses | 415 | 245 | | Cost of inventories sold | 5,999 | 11,916 | | Staff costs (including directors' emoluments) | 11,826 | 13,645 | - The loss for the period was S$10,800 thousand, an increase from S$5,953 thousand in the prior year period[6] - Staff costs (including salaries, wages and other benefits, contributions to defined contribution plans, foreign worker levies, and equity-settled share-based payments) totaled S$11,826 thousand[37] 10. Dividends No dividends were paid or declared by the company for the six months ended June 30, 2025, and 2024 - No dividends were paid or declared by the Company for the six months ended June 30, 2025, and 2024[38] 11. Loss Per Share Basic and diluted loss per share for the first half of 2025 was 0.20 Singapore cents, an increase from the prior year, mainly due to the expanded loss for the period Loss Per Share Calculation (For the six months ended June 30) | Indicator | 2025 (S$ thousand/thousand shares/Singapore cents) | 2024 (S$ thousand/thousand shares/Singapore cents) | | :--- | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share | (10,253) | (6,043) | | Weighted average number of ordinary shares (thousand shares) | 5,170,000 | 5,170,000 | | Basic and diluted loss per share (Singapore cents) | (0.20) | (0.12) | - Diluted loss per share is the same as basic loss per share as the Company had no potential dilutive ordinary shares outstanding[41] 12. Investment Properties The amount of investment properties acquired by the Group significantly decreased in the first half of 2025 Acquisition of Investment Properties (For the six months ended June 30) | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Acquisition of investment properties | 218 | 10,515 | 13. Trade Receivables As of June 30, 2025, total trade receivables slightly decreased, but receivables overdue by 61-90 days significantly increased Ageing Analysis of Trade Receivables (Net of provision for impairment losses) | Ageing | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | | :--- | :--- | :--- | | Not overdue | 1,334 | 2,460 | | 1 to 30 days | 662 | 1,944 | | 31 to 60 days | 111 | 131 | | 61 to 90 days | 1,963 | 16 | | Over 90 days | 246 | 305 | | Total | 4,316 | 4,856 | - Trade receivables overdue by 61 to 90 days significantly increased from S$16 thousand as of December 31, 2024, to S$1,963 thousand as of June 30, 2025[43] 14. Trade Payables As of June 30, 2025, total trade payables significantly decreased, primarily due to reductions in payables within 30 days and 31-90 days Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | | :--- | :--- | :--- | | Within 30 days | 584 | 1,872 | | 31 to 90 days | 550 | 3,134 | | 91 to 365 days | 446 | 92 | | Over 365 days | 113 | 31 | | Total | 1,693 | 5,129 | - Total trade payables decreased from S$5,129 thousand as of December 31, 2024, to S$1,693 thousand as of June 30, 2025, a 67% reduction[44] 15. Share Capital As of June 30, 2025, the company's authorized and issued share capital remained unchanged, with 5,170,000 thousand issued ordinary shares at a par value of HK$0.0025 Share Capital Details | Item | Number of Shares (thousand shares) | Amount (S$ thousand) | | :--- | :--- | :--- | | Issued and fully paid as of June 30, 2025 | 5,170,000 | 2,252 | - On December 12, 2024, each existing share of HK$0.01 par value in the company's share capital was subdivided into four subdivided shares of HK$0.0025 par value each[45] 16. Share-based Payments The company has a share option scheme to incentivize eligible participants. As of June 30, 2025, 460,130 thousand share options remained unexercised, with a weighted average exercise price of HK$0.635 - The share option scheme aims to provide eligible participants with an opportunity to acquire an ownership interest in the Company and encourage them to strive for enhancing the value of the Company and its shares[46] - Eligible participants include directors and employees of the Company or its subsidiaries, service providers, and directors and employees of holding companies, fellow subsidiaries, or associated companies[47] Details of Unexercised Share Options | Indicator | 2025 (thousand units/HK$) | 2024 (thousand units/HK$) | | :--- | :--- | :--- | | At January 1 | 509,245 | – | | Granted | – | 128,605 | | Lapsed | (49,115) | – | | At June 30 | 460,130 | 128,605 | | Exercisable at June 30 | 92,026 | – | | Weighted average exercise price (HK$) | 0.635 | 2.540 | - At the end of the period, the remaining contractual life of unexercised share options was 8.5 years[55] 17. 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)[59] 18. Related Party Transactions During the period, the Group engaged in transactions with related parties, including key management personnel remuneration and sub-lease income, and had a balance of borrowings from its ultimate holding company Related Party Transactions and Balances (For the six months ended June 30) | Item | 2025 (S$) | 2024 (S$) | | :--- | :--- | :--- | | Key management personnel remuneration – salaries and other benefits | 1,721 | 1,661 | | Sub-lease income received from an associate | 226 | – | | Borrowings from ultimate holding company at period end (S$ thousand) | 1,786 | 875 | - Sub-lease income of S$226 was received from an associate whose ultimate beneficial owner is Mr. Chan Kwok Po, an executive director of the Group[60] 19. Approval of Condensed Consolidated Financial Statements The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025[61] Management Discussion and Analysis Business Review and Outlook The Group's revenue decreased by 44% in the first half of 2025, mainly due to a slowdown in Singapore's economy and product portfolio adjustments in China's minimally invasive surgical solutions business. The future focus will shift to the China minimally invasive surgical market, with consideration to scale down Singapore operations, while seeking new business and investment opportunities - In the first half of 2025, the Group recorded revenue of S$14.5 million, a 44% decrease compared to the same period last year[63] - The Board is shifting its business focus to providing minimally invasive surgical solutions, medical products, and related services in China, anticipating long-term growth in this sector[63] - The market size for minimally invasive surgical instruments in China is projected to reach US$1.71 billion in 2025 and US$2.68 billion by 2030, with a CAGR of 9.45%[63] - Given the anticipated slowdown in Singapore's economic growth, the Group is prudently considering the possibility of gradually scaling down some of its operations in Singapore[65][66] Financial Review The Group's revenue significantly decreased by 44% to S$14.5 million in the first half of 2025, with gross profit and gross profit margin also notably declining. The loss for the period expanded to S$10.8 million, primarily attributable to the dual impact of reduced revenue and gross profit margin Revenue Breakdown (For the six months ended June 30) | Service Type | H1 2025 (S$ thousand) | H1 2024 (S$ thousand) | Decrease (%) | | :--- | :--- | :--- | :--- | | Minimally invasive surgical solutions and medical products and related services fees | 6,333 | 12,302 | (48.5) | | Labor dispatch and ancillary services | 6,451 | 7,634 | (15.5) | | Dormitory services | 1,378 | 5,611 | (75.4) | | Construction support services | 139 | 140 | (0.7) | | Information technology services | 228 | 250 | (8.8) | | Total | 14,529 | 25,937 | (44.0) | - Gross profit decreased from S$7.4 million in the first half of 2024 to S$2.1 million in the first half of 2025, with the gross profit margin declining from 28.6% to 14.3%[69] - Administrative expenses decreased by S$1.2 million, mainly due to a reduction in share-based payments related to share options[71] - Loss for the period expanded from S$6.0 million in the first half of 2024 to S$10.8 million in the first half of 2025[73] Liquidity, Financial Resources, and Gearing Ratio The Group's liquidity primarily comes from internal funds and listing proceeds. The use of listing proceeds has been adjusted multiple times, with placement proceeds mainly used for expanding the medical industry and labor dispatch businesses. As of June 30, 2025, cash and cash equivalents decreased, and the gearing ratio increased Use of Net Proceeds from Listing (As of June 30, 2025) | Intended Use | Original Allocation (HK$ million) | Amount Utilized as of June 30, 2025 (HK$ million) | Unutilized Amount as of June 30, 2025 (HK$ million) | | :--- | :--- | :--- | :--- | | Funding for additional foreign worker dormitories | 77.1 | 46.6 | – | | Funding for additional 10 trucks | 5.5 | 1.8 | 1.9 | | Funding for investment in securities | – | 10.0 | – | | Capital injection into Imhai Medical | – | 20.5 | – | | Total | 82.6 | 78.9 | 1.9 | Use of Net Proceeds from Placement (As of June 30, 2025) | Intended Use | Original Allocation (HK$ million) | Amount Utilized as of June 30, 2025 (HK$ million) | Unutilized Amount as of June 30, 2025 (HK$ million) | | :--- | :--- | :--- | :--- | | Expansion of medical industry business | 69.0 | 69.0 | – | | Expansion of labor dispatch and ancillary services business | 15.0 | 7.0 | 8.0 | | General working capital | 15.0 | 15.0 | – | | Total | 99.0 | 91.0 | 8.0 | - As of June 30, 2025, cash and cash equivalents were S$4.9 million, a significant decrease from S$10.4 million as of December 31, 2024[82] - The gearing ratio increased from 44.3% as of December 31, 2024, to 52.8% as of June 30, 2025[83] Foreign Exchange Risk The Group faces foreign exchange risk primarily due to assets and liabilities denominated in RMB and HKD, resulting in a net exchange loss in the first half of 2025 - The Group primarily transacts in RMB, with its functional currency being Singapore Dollars, and retains a significant portion of its listing proceeds denominated in HKD[84] - In the first half of 2025, currency translation differences arising from overseas operations resulted in a gain of S$0.5 million, while a net exchange loss of S$0.8 million was incurred[84] Pledge of the Group's Assets and Contingent Liabilities As of June 30, 2025, certain lease liabilities and borrowings are secured by pledged lease assets, and the Group has no significant contingent liabilities - Certain lease liabilities and borrowings are secured by pledged lease assets with a total net book value of S$9.8 million[85] - As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities[86] Capital Expenditure and Commitments The Group's capital expenditure in the first half of 2025 was primarily for the purchase of property, plant, and equipment, with no capital commitments at period-end - The Group recorded capital expenditure of S$23,000 for the purchase of property, plant, and equipment in the first half of 2025[87] - As of June 30, 2025, and December 31, 2024, the Group had no capital commitments[88] Material Investments Held, Material Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures The Group, through Imhai Shanghai, is injecting capital into Shanghai Pailiya, which is expected to become a subsidiary. Additionally, the Group holds listed investments and manages internal funds through the acquisition of listed securities - Imhai Shanghai agreed to inject up to RMB16,500,000 into Shanghai Pailiya, after which Imhai Shanghai will hold a 55% equity interest in Shanghai Pailiya, making it a subsidiary of the Company[89] - As of June 30, 2025, the fair value of the Group's listed investments was S$2.1 million, a decrease from S$4.5 million as of December 31, 2024[90] - The Group generates returns through dividend income and fair value gains by acquiring certain listed securities in the open market[91] Off-balance Sheet Transactions As of June 30, 2025, the Group had not entered into any significant off-balance sheet transactions - As of June 30, 2025, the Group had not entered into any significant off-balance sheet transactions[92] Employees and Remuneration Policy As of June 30, 2025, the Group had 458 employees and determines remuneration based on employee performance, qualifications, and position, with a sales incentive plan in place - As of June 30, 2025, the Group had 458 employees (December 31, 2024: 488 employees)[93] - The Group determines employee salaries based on their qualifications, position, and experience, and has a sales incentive plan[93] - Worker and staff costs (including directors' and chief executive's emoluments) for the first half of 2025 were S$11.8 million, a decrease from S$13.6 million in the prior year period[93] Quantitative and Qualitative Disclosures about Market Risk The Group faces interest rate risk, foreign currency risk, credit risk, liquidity risk, fair value risk, and equity price risk, which are managed through monitoring, portfolio diversification, and credit assessment measures - The Group is exposed to cash flow interest rate risk from floating interest rates earned on bank balances and fair value interest rate risk related to fixed-rate finance lease commitments[94] - The Group is exposed to foreign currency risk due to certain bank balances, investments, trade receivables, and payables denominated in USD, RMB, and HKD[96] - To mitigate credit risk, the Group has policies for setting credit limits, credit approval, and other monitoring procedures, and reviews the recoverability of individual trade debts[98][99] - The Group manages liquidity risk by monitoring cash and cash equivalents levels and manages price risk arising from investments in equity securities through portfolio diversification[100][102] Corporate Governance and Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company and its Associated Corporations As of June 30, 2025, Mr. Chan Kwok Po held 48.94% of the company's shares through controlled corporations, while Mr. Wong Chun Fei and Mr. Jiang Jiangyu held share options Directors'/Chief Executive's Long Positions in Shares of the Company | Name of Director/Chief Executive | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of the Company's Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Chan Kwok Po | Interest in controlled corporation | 2,530,000,000 | 48.94% | | Mr. Wong Chun Fei | Beneficial owner | 25,850,000 | 0.49% | | Mr. Jiang Jiangyu | Beneficial owner | 25,850,000 | 0.49% | - The beneficial interests held by Mr. Wong Chun Fei and Mr. Jiang Jiangyu are share options granted by the Company on January 9, 2024, under the Share Option Scheme[107] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, Baolai International Limited was a substantial shareholder, holding 48.94% of the company's shares. Ms. Jiang Xiahong was deemed to have the same interest due to spousal relationship, and Mr. Liu Lei held share options Substantial Shareholders' and Other Persons' Long Positions in Shares | Name of Shareholder/Entity | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of the Company's Issued Shares | | :--- | :--- | :--- | :--- | | Baolai | Beneficial owner | 2,530,000,000 | 48.94% | | Ms. Jiang Xiahong | Interest of spouse | 2,530,000,000 | 48.94% | | Mr. Liu Lei | Beneficial owner | 284,350,000 | 5.50% | - Ms. Jiang Xiahong is the spouse of Mr. Chan Kwok Po and is deemed, under the Securities and Futures Ordinance, to have an interest in all shares held by Mr. Chan Kwok Po through his controlled corporation[110] - The beneficial interest held by Mr. Liu Lei represents share options granted to him by the Company on January 9, 2024, under the Share Option Scheme[110] Share Option Scheme The company adopted a share option scheme on December 29, 2023, to incentivize eligible participants. As of June 30, 2025, the scheme's authorized limit and service provider sub-limit were both 0, with 92,260,000 shares under exercisable options - Eligible participants of the Share Option Scheme include directors, employees, service providers, and participants of related entities[111] - The vesting period for share options shall not be less than 12 months, and the exercise period is within ten years from the date of grant[113][114] - A total of 128,603,750 share options were granted on January 9, 2024, with an exercise price of HK$2.54 per share, vesting in three tranches[115][117] Share Option Scheme Limits (As of June 30, 2025) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Scheme authorized limit | 0 | 0 | | Service provider sub-limit | 0 | 0 | - As of June 30, 2025, 92,260,000 shares under share options granted under all the Company's schemes were exercisable, representing 1.78% of the weighted average number of issued shares of the relevant class[129] Directors' Rights to Acquire Shares or Debentures During the period, neither the company, its subsidiaries, nor fellow subsidiaries entered into any arrangements enabling directors or their associates to acquire benefits through purchasing shares or debentures of the company or any other body corporate - Neither the Company, any of its subsidiaries, nor fellow subsidiaries entered into any arrangements at any time during the period that would enable directors or their respective associates to acquire benefits through purchasing shares or debentures of the Company or any other body corporate[132] Changes in Directors' Information No other information is required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules - No other information is required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules[130] Material Post-Balance Sheet Events On July 11, 2025, the company entered into subscription agreements with three subscribers to subscribe for a total of 120,000,000 shares at HK$1.35 per share, with net proceeds of HK$161.0 million to be used for potential M&A of healthcare-related projects, R&D expenses, and general working capital - On July 11, 2025, the Company entered into subscription agreements with three subscribers to subscribe for a total of 120,000,000 subscription shares at a subscription price of HK$1.35 per share[131] - The net proceeds of HK$161.0 million are intended to be used for potential mergers and acquisitions of healthcare-related projects and/or companies and investments in healthcare-related industries (HK$96.6 million), research and development expenses (HK$32.2 million), and general working capital (HK$32.2 million)[133][134] - The proceeds are expected to be fully utilized by July 31, 2026[134] Repurchase, Sale or Redemption of the Company's Listed Securities During the period, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities - During the period, neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities[135] Directors' Securities Transactions The company has adopted the Model Code as the code of conduct for directors' securities transactions, and all directors complied with it during the period - The Company has adopted the Model Code as the code of conduct for directors' securities transactions[136] - All directors have confirmed that they have complied with the Model Code and its code of conduct regarding directors' securities transactions throughout the period[136] Directors' and Controlling Shareholders' Interests in Competing Businesses During the period, neither the directors nor the company's controlling shareholders or their respective close associates had any interests in any business that directly or indirectly competes with the Group's business - During the period, neither the directors nor the Company's controlling shareholders or their respective close associates had any interests in any business, other than the Group's business, that competes or is likely to compete, directly or indirectly, with the Group's business[137] Compliance with Corporate Governance Code The company has complied in all material respects with the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules during the period - The Company has complied in all material respects with all applicable code provisions set out in the Corporate Governance Code during the period[139] Review by Audit Committee The company's Audit Committee has reviewed the unaudited interim results for the period and believes that the financial information and reporting comply with applicable accounting standards and the Listing Rules - The Company's Audit Committee has reviewed the unaudited interim results (including the interim report) for the period and is of the opinion that the financial information and reporting are prepared in accordance with applicable accounting standards, the Listing Rules, and other applicable legal requirements[140]