思派健康(00314) - 2025 - 中期财报

Corporate Information This chapter provides fundamental administrative and legal information about the company, including board members, committees, secretaries, representatives, registered office, and auditors, along with its stock code - The company's stock code is 0314[15] - The Board of Directors includes Executive Directors Mr. Ma Xuguang (Chairman) and Mr. Li Ji, Non-executive Director Mr. Yao Leiwen, and Independent Non-executive Directors Mr. Fan Xin, Mr. He Haijian, and Ms. Huang Bei[7] - The company's auditor is Ernst & Young[14] 2025 First Half Highlights The Group successfully advanced its strategic transformation in H1 2025, aiming to become a commercial medical payment and service network centered on health insurance brokerage, achieving a 4.7 percentage point increase in overall gross margin to 14.4% and a 59.6% reduction in normalized net loss through strategic restructuring - The Group is strategically transforming to become a commercial medical payment and healthcare service network, focusing on corporate employee medical protection and health management with health insurance brokerage at its core[16] - Strategic restructuring and optimization were implemented for the specialty pharmacy and Huiminbao insurance business segments[17] Key Financial Highlights H1 2025 | Metric | Change | Value (H1 2025) | | :--- | :--- | :--- | | Overall Gross Margin | Up approx. 4.7 percentage points YoY | Approx. 14.4% | | Normalized Net Loss | Down approx. 59.6% YoY | | Financial Summary This chapter outlines the Group's key financial performance for H1 2025 compared to H1 2024, showing a significant revenue decrease due to specialty pharmacy and Huiminbao business restructuring, but also a substantial improvement in gross margin and a narrowed normalized net loss, indicating initial success of strategic adjustments Key Financial Data H1 2025 (RMB thousands) | Metric | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 1,224,064 | 2,363,780 | -48.2 | | Commercial Health Insurance Services | 83,118 | 109,648 | -24.2 | | — Corporate Health Insurance | 42,809 | 38,840 | 10.2 | | — Huiminbao Insurance | 40,309 | 70,808 | -43.1 | | Physician Research Assistance Services | 215,121 | 187,371 | 14.8 | | Specialty Pharmacy Business | 925,825 | 2,066,761 | -55.2 | | Total Gross Profit | 176,099 | 228,931 | -23.1 | | Gross Margin | 14.4% | 9.7% | 4.7 (percentage points) | | Operating Loss | (60,398) | (85,787) | -29.6 | | Normalized Net Loss | (11,996) | (29,694) | -59.6 | | IFRS Net Loss | (81,139) | (74,651) | 8.7 | | Cash and Specific Financial Assets | 850,606 | 1,338,734 | -36.5 | - Normalized net loss calculation excludes non-recurring and non-operating items such as share-based payment expenses, restructuring costs, loss on disposal of subsidiaries, and non-recurring government grants[22] Management Discussion and Analysis This chapter details the Group's operating environment, strategic adjustments, business progress, financial performance, and future outlook for H1 2025, highlighting improved profitability through business restructuring and in-depth analysis of financial indicators Industry Environment and Trends China's multi-tiered healthcare security system is accelerating, with the medical insurance market entering a high-quality development phase 3.0, supported by government policies that create historic new opportunities for commercial health insurance - The 'Healthy China 2030' strategy is being deeply implemented, accelerating the construction of a multi-tiered healthcare security system[24] - The medical insurance market has entered a high-quality development phase 3.0, becoming the 'second pillar' beyond basic medical insurance[24] - Since 2025, multiple government departments have introduced policies to support the high-quality development of commercial health insurance, providing support for biomedical industry innovation and bringing historic new opportunities[25] Company Strategy and Differentiated Advantages The company deepens its 'commercial health insurance + healthcare management' strategic service model, aiming to become a leading domestic commercial medical payment system and healthcare service network, integrating high-quality medical services and data insights into insurance solutions to form an 'integrated medical, pharmaceutical, health, and insurance' closed-loop service model - The company is deepening its 'commercial health insurance + healthcare management' strategic service model, aiming to become a leading domestic commercial medical payment system and healthcare service network[26] - Leveraging professional insurance brokerage services, healthcare service delivery, and data & AI-enabled operational capabilities, the company has built a value ecosystem connecting patients, doctors, medical institutions, pharmaceutical companies, and payers[27] - The core differentiated advantage lies in deeply integrating high-quality medical service capabilities and data insights into insurance solutions, forming a unique 'integrated medical, pharmaceutical, health, and insurance' closed-loop service model[28] Business Progress and Operational Highlights In H1 2025, the company focused on commercial health insurance, significantly enhancing its end-to-end service capabilities by integrating healthcare service networks and pharmaceutical supply chains, while corporate health insurance business continued to grow, supported by physician research assistance and specialty pharmacy businesses - Commercial Health Insurance Services: As of June 30, 2025, the company served 526 industry-leading enterprises nationwide, covering over 1.49 million members, with managed premiums of approximately RMB 863 million, a year-on-year increase of approximately 34.8%, and a premium renewal rate of approximately 105.3%[31] - A five-year strategic cooperation framework agreement was signed with Arthur J. Gallagher (Singapore) Pte. Ltd. to enhance client insurance service experience[31] - Physician Research Assistance Services: As of June 30, 2025, 1,009 SMO projects were completed, with another 854 projects in progress; clients include all top ten listed pharmaceutical companies in China's innovative drug R&D sector, achieving a 100% retention rate for the top ten clients[34] - Specialty Pharmacy Business: As of the end of the reporting period, 22 specialty pharmacies were operated in major provincial capitals and economically developed regions nationwide, with direct payment mechanisms established with major insurance companies[35] - Healthcare Service Delivery Capability: As of June 30, 2025, 65 corporate clinics were operated, with approximately 87,000 patient visits in H1; 23 high-quality commercial medical institutions were contracted, covering 118 service points[37] - Pharmaceutical Supply Chain Capability: As of June 30, 2025, over 10,000 pharmacy outlets were covered through contracts with major chain pharmacies[37] Strategic Restructuring Drives Profitability Improvement The Group's strategic restructuring of specialty pharmacy and Huiminbao businesses since 2024 significantly improved overall profitability, with continuous gross margin expansion and a substantial reduction in normalized net loss, driven by business structure optimization, enhanced operational efficiency, and focused resource allocation - To strengthen its core commercial health insurance strategy and enhance operational efficiency and profitability, the company initiated restructuring plans for its specialty pharmacy and Huiminbao insurance business segments starting in 2024[38] Gross Margin Change (H1 2025 vs H1 2024) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Overall Gross Margin | 14.4% | 9.7% | Up 4.7 percentage points | | Commercial Health Insurance Business Gross Margin | 77.0% | 70.8% | Up 6.2 percentage points | | Specialty Pharmacy Business Gross Margin | 5.4% | 4.5% | Up 0.9 percentage points | - Normalized net loss decreased by approximately 59.6% to approximately RMB 12.0 million (H1 2024: approximately RMB 29.7 million)[40] - The narrowed loss is primarily attributable to business structure optimization (increased proportion of high-gross-margin commercial health insurance business), improved operational efficiency (enhanced network synergy, digital operations), and focused resource allocation on core segments[40] Outlook Looking ahead to H2 2025 and beyond, the Group is confident in sustained business growth and improved profitability, driven by policy dividends and first-mover advantages (data accumulation, AI-driven solution design, service network expansion), which will scale core businesses, optimize profit structure, and enhance cash flow, while continuing to deepen strategic focus and digital transformation - The company is confident in continuing the trend of business scale growth and profitability improvement in H2 2025 and over the longer term[41] - Growth drivers stem from policy dividends (commercial health insurance and multi-tiered healthcare security system construction) and first-mover advantages (data accumulation, large model-driven solution design capabilities, expansion of medical and pharmaceutical delivery networks)[41] - The 'policy-led + competitiveness-driven' dual-engine model is expected to long-term support the Group's core business for scaled growth, optimized profit structure, and improved cash flow[41] - In the future, the company will continue to deepen its strategic focus, consolidate its leading position in integrated commercial health insurance and healthcare management, and accelerate digital and intelligent transformation[42] Financial Review This section provides a detailed review of the Group's H1 2025 financial performance, including specific data and reasons for changes in revenue, cost of sales, gross profit, various expenses, income tax, and normalized net loss, emphasizing the positive impact of strategic restructuring on financial health Revenue Total revenue decreased by 48.2% year-on-year to RMB 1.224 billion, primarily due to the strategic restructuring of specialty pharmacy and Huiminbao businesses, while corporate health insurance revenue grew by 10.2% and physician research assistance revenue increased by 14.8% Revenue Breakdown (H1 2025 vs H1 2024) | Business Segment | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Commercial Health Insurance Services | 83,118 | 109,648 | -24.2 | | — Corporate Health Insurance | 42,809 | 38,840 | 10.2 | | — Huiminbao Insurance | 40,309 | 70,808 | -43.1 | | Physician Research Assistance Services | 215,121 | 187,371 | 14.8 | | Specialty Pharmacy Business | 925,825 | 2,066,761 | -55.2 | | Total | 1,224,064 | 2,363,780 | -48.2 | - The growth in corporate health insurance revenue is primarily attributed to the competitive advantage in healthcare management capabilities and successful implementation of business development plans, leading to a significant increase in clients and insured members[47] - The decrease in specialty pharmacy business revenue and Huiminbao insurance business revenue is primarily due to strategic restructuring[47][49] Cost of Sales Cost of sales decreased by 50.9% year-on-year to RMB 1.048 billion, consistent with the revenue decline, primarily due to the strategic restructuring of the specialty pharmacy and Huiminbao business segments Cost of Sales Breakdown (H1 2025 vs H1 2024) | Business Segment | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Commercial Health Insurance Services | 19,103 | 32,047 | -40.4 | | Physician Research Assistance Services | 153,131 | 129,706 | 18.1 | | Specialty Pharmacy Business | 875,731 | 1,973,096 | -55.6 | | Total | 1,047,965 | 2,134,849 | -50.9 | - The decrease in cost of sales is consistent with the decrease in revenue, primarily due to the strategic restructuring of the specialty pharmacy and Huiminbao business segments[52] Gross Profit and Gross Margin Total gross profit decreased by 23.1% year-on-year to RMB 176.1 million, but the overall gross margin significantly increased by 4.7 percentage points to 14.4%, primarily driven by strong growth in the commercial health insurance services gross margin Gross Profit and Gross Margin Breakdown (H1 2025 vs H1 2024) | Business Segment | Gross Profit (RMB'000) H1 2025 | Gross Margin (%) H1 2025 | Gross Profit (RMB'000) H1 2024 | Gross Margin (%) H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Commercial Health Insurance Services | 64,015 | 77.0 | 77,601 | 70.8 | | Physician Research Assistance Services | 61,990 | 28.8 | 57,665 | 30.8 | | Specialty Pharmacy Business | 50,094 | 5.4 | 93,665 | 4.5 | | Total | 176,099 | 14.4 | 228,931 | 9.7 | - Overall gross margin significantly increased from approximately 9.7% in H1 2024 to approximately 14.4% in H1 2025, primarily due to the rise in commercial health insurance services gross margin[55] Selling and Marketing Expenses Selling and marketing expenses decreased by 41.3% year-on-year to approximately RMB 80.9 million, mainly due to efficiency enhancement initiatives related to commercial health insurance services and the strategic restructuring of the specialty pharmacy business - Selling and marketing expenses decreased by approximately 41.3% to approximately RMB 80.9 million[58] - The primary reasons are efficiency enhancement initiatives related to commercial health insurance services and the strategic restructuring of the specialty pharmacy business[58] Administrative Expenses Administrative expenses decreased by 7.0% year-on-year to approximately RMB 150.5 million, primarily due to improved administrative efficiency through organizational optimization and digitalization - Administrative expenses decreased by approximately 7.0% to approximately RMB 150.5 million[59] - The primary reason is the enhancement of administrative efficiency through organizational optimization and digitalization[59] Research and Development Expenses Research and development expenses significantly decreased by 66.1% year-on-year to approximately RMB 5.1 million, primarily because initial R&D investments have yielded results, leading to a corresponding reduction in expenses - Research and development expenses significantly decreased by approximately 66.1% to approximately RMB 5.1 million[60] - The primary reason is that initial R&D investments have yielded results, leading to a corresponding reduction in R&D expenses[60] Restructuring Cost Restructuring costs amounted to approximately RMB 13.5 million, primarily stemming from the strategic transformation of the specialty pharmacy and Huiminbao business segments, including employee optimization severance payments and other asset losses - Restructuring costs amounted to approximately RMB 13.5 million[61] - This primarily includes employee optimization severance payments of approximately RMB 12.4 million (approximately RMB 9.1 million for specialty pharmacy business and approximately RMB 3.3 million for Huiminbao insurance business) and other asset losses of approximately RMB 1.1 million[61] Other Expenses Other expenses increased by approximately RMB 16.7 million to RMB 20.1 million, mainly due to increased losses from the disposal of subsidiaries and a higher net exchange difference - Other expenses increased by approximately RMB 16.7 million to approximately RMB 20.1 million[66] - This was primarily due to increased losses from the disposal of subsidiaries and a higher net exchange difference[66] Income Tax During the reporting period, the Group recorded an income tax credit of approximately RMB 1.2 million, an increase from RMB 0.5 million in H1 2024 - Income tax credit was approximately RMB 1.2 million (H1 2024: RMB 0.5 million)[67] Normalized Net Loss Normalized net loss decreased by 59.6% year-on-year to RMB 12.0 million, a metric that better reflects the company's ongoing operating performance by excluding non-recurring and non-operating items - Normalized net loss decreased by approximately 59.6% to approximately RMB 12.0 million (H1 2024: approximately RMB 29.7 million)[74] Normalized Net Loss Reconciliation (H1 2025 vs H1 2024) | Metric | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Loss for the year (IFRS) | (81,139) | (74,651) | | Add: Share-based payment expenses | 42,804 | 45,857 | | Add: Restructuring costs | 13,523 | – | | Add: Loss on disposal of subsidiaries | 12,177 | – | | Less: Government grants | (1,163) | (900) | | Normalized Net Loss for the year | (11,996) | (29,694) | Capital Management The Group primarily funds its working capital requirements through cash flows generated from operations and monitors cash and cash equivalents levels, with net cash outflow from operating activities of approximately RMB 63.5 million in H1 2025 - Working capital requirements are primarily funded by cash flows generated from operations[75] - In H1 2025, net cash outflow from operating activities was approximately RMB 63.5 million[75] Liquidity, Financial Resources and Gearing Ratio As of June 30, 2025, the Group recorded net current assets of approximately RMB 674.3 million, a gearing ratio of approximately 47.8%, and cash and specific financial assets of approximately RMB 851 million, with future liquidity needs expected to be met by operating cash flows - As of June 30, 2025, net current assets were approximately RMB 674.3 million[76] - The gearing ratio was approximately 47.8% (December 31, 2024: approximately 47.0%)[76] - As of June 30, 2025, cash and specific financial assets amounted to approximately RMB 850.6 million[77] Significant Investments, Material Acquisitions and Disposals During the reporting period, the company subscribed to a USD 30 million wealth management product issued by JPMorgan Chase Bank and disposed of equity in a non-wholly owned subsidiary for approximately RMB 5.9 million, with no other significant investments, acquisitions, or disposals - Subscribed to a wealth management product with a principal amount of USD 30,000,000 from JPMorgan Chase Bank, National Association for wealth management purposes[80] - As of June 30, 2025, the fair value of this wealth management product was approximately USD 30.1 million, accounting for approximately 11.7% of the Group's total assets[81] - Disposed of equity in a non-wholly owned subsidiary for a total consideration of RMB 5,899,786[83] Capital Expenditure The Group's total capital expenditure for H1 2025 amounted to RMB 1.52 million, primarily for purchasing office equipment, software, and leasehold improvements, representing a significant decrease from H1 2024 Capital Expenditure Breakdown (H1 2025 vs H1 2024) | Item | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Purchase of property, plant and equipment | (1,516) | (6,625) | | Purchase of other intangible assets | – | (2,185) | | Total | (1,516) | (8,810) | - Major capital expenditures were related to the purchase of office equipment, software, and leasehold improvements[89] Currency Risk The Group primarily operates in China with transactions settled in RMB, but faces foreign exchange risk due to certain cash and bank balances denominated in non-functional currencies; management monitors this risk and will consider hedging if necessary - The Group primarily operates in China, with most transactions settled in RMB[91] - The Group is exposed to foreign exchange risk due to certain cash and bank balances denominated in non-functional currencies[91] - Currently, there is no foreign exchange hedging policy, but management monitors foreign exchange risk and will consider hedging when necessary[91] Pledge of Assets The Group's pledged deposits decreased from approximately RMB 105.4 million as of December 31, 2024, to approximately RMB 37.9 million as of June 30, 2025 - Pledged deposits decreased from approximately RMB 105.4 million as of December 31, 2024, to approximately RMB 37.9 million as of June 30, 2025[93] 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[94] Employees and Remuneration Policies As of June 30, 2025, the Group had 2,950 employees, primarily based in China, and is committed to a competitive and fair remuneration system including basic salary and performance bonuses, with standard employment and confidentiality agreements for all employees and non-compete agreements for senior management - As of June 30, 2025, there were 2,950 employees, with the majority based in China[95] - Remuneration policies include basic salaries and performance bonuses, with performance evaluations conducted at least annually[97] - Standard employment and confidentiality agreements are entered into with all employees, and non-compete agreements are signed with senior management and key personnel[96] Future Investment Plans and Expected Funding As of June 30, 2025, the Group had no other significant investment and capital asset plans - As of June 30, 2025, there were no other significant investment and capital asset plans[98] Other Information This chapter covers other important information including corporate governance, shareholder equity, share schemes, and securities transactions; post-reporting period, the company changed its Hong Kong share registrar and terminated its restricted share unit scheme, while generally complying with corporate governance and disclosing directors' and substantial shareholders' interests Subsequent Events After The Reporting Period Subsequent to the reporting period, the company changed its Hong Kong share registrar and prematurely terminated its restricted share unit scheme as all restricted share units had vested - Effective August 1, 2025, the Hong Kong share registrar has been changed to Tricor Investor Services Limited[103] - On August 18, 2025, the Board resolved to prematurely terminate the Restricted Share Unit Scheme, as all 10,004,000 relevant shares had formally vested[104] Use of Net Proceeds From Listing The Group has fully utilized the net proceeds from its global offering by the end of 2024 according to the planned timetable - The Group has fully utilized the net proceeds from its global offering by the end of 2024 according to the planned timetable[106] Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[107] Compliance With The Corporate Governance Code The company generally complied with the Corporate Governance Code during the reporting period, with deviations including the combined roles of Chairman and CEO held by Mr. Ma Xuguang and the absence of a dividend policy, though the Board believes the current structure ensures power balance and efficient operations - The company has complied with all applicable code provisions of the Corporate Governance Code, except for the following deviations[112] - Deviation from Code Provision C.2.1: The roles of Chairman and Chief Executive Officer are combined and held by Mr. Ma Xuguang[113] - Deviation from Code Provision F.1.1: The company has not yet adopted a dividend policy, intending to retain most available funds and future earnings to finance business development[117] - The Board believes the existing structure does not compromise the balance of power, as there are sufficient checks and balances, directors fulfill their fiduciary duties, the Board comprises experienced individuals making collective decisions, and it facilitates consistent leadership and efficient strategic planning for the Group[114] Model Code For Securities Transactions All directors confirmed compliance with the Model Code for Securities Transactions set out in Appendix C3 of the Listing Rules during the reporting period, and employees who may possess unpublished inside information are also required to comply with this code - Following specific enquiries made to all Directors, each Director has confirmed compliance with the required standards set out in the Model Code throughout the reporting period[118] - Employees of the company who may possess unpublished inside information are also required to comply with the Model Code[119] Change In Directors' And The Senior Management's Information Since the publication of the company's 2024 annual report, there have been no changes in the information of the company's directors and senior management requiring disclosure under Listing Rule 13.51B(1) - Since the publication date of the company's 2024 annual report, there have been no changes in the information of the company's directors and senior management requiring disclosure under Listing Rule 13.51B(1)[120] Directors' And Chief Executive's Interests And Short Positions In Shares, Underlying Shares And Debentures As of June 30, 2025, Executive Directors Mr. Ma Xuguang and Mr. Li Ji each held long positions of 97,000,000 shares in the company, representing 12.69% of the total share capital, primarily through controlled corporations and jointly held interests Directors' Interests in Shares and Underlying Shares (As of June 30, 2025) | Name of Director | Capacity/Nature of Interest | Total Number of Shares/Underlying Shares Held(1) | Approximate Percentage of the Company's Equity (%)(1) | | :--- | :--- | :--- | :--- | | Mr. Ma Xuguang | Interest in controlled corporation; jointly held interest with another person | 97,000,000 (L) | 12.69% | | Mr. Li Ji | Interest in controlled corporation; jointly held interest with another person | 97,000,000 (L) | 12.69% | - As of June 30, 2025, the company had a total of 764,420,514 shares in issue[127] - Mr. Ma Xuguang and Mr. Li Ji will continue to be bound by the acting-in-concert agreement to act in concert in the management and operation of the Group[127] Substantial Shareholders' Interests And Short Positions In Shares And Underlying Shares As of June 30, 2025, the company's substantial shareholders included Mr. Ma Xuguang, Mr. Li Ji, Tencent Mobility Limited, TPP Follow-on I Holding H Limited, Eight Roads Investments, Impresa Fund III Limited Partnership, and Mr. Zhang Jingxin, who, along with their controlled entities, held interests in the company's shares Substantial Shareholders' Interests in Shares and Underlying Shares (As of June 30, 2025) | Name of Shareholder | Capacity/Nature of Interest | Total Number of Shares/Underlying Shares Held(1) | Approximate Percentage of the Company's Equity (%)(1) | | :--- | :--- | :--- | :--- | | Mr. Ma | Interest in controlled corporation; jointly held interest with another person | 97,000,000 | 12.69% | | Mr. Li | Interest in controlled corporation; jointly held interest with another person | 97,000,000 | 12.69% | | Wise Approach | Beneficial owner | 40,410,926 | 5.29% | | Lucky Seven | Beneficial owner | 57,000,000 | 7.46% | | Simul | Interest in controlled corporation | 57,000,000 | 7.46% | | Spire-succession | Beneficial owner | 40,000,000 | 5.23% | | Shining-succession | Interest in controlled corporation | 40,000,000 | 5.23% | | Tencent Mobility Limited | Beneficial owner | 168,266,382 | 22.01% | | TPP Follow-on I Holding H Limited | Beneficial owner | 40,852,974 | 5.34% | | Tencent | Interest in controlled corporation | 209,119,356 | 27.36% | | Eight Roads Investments | Beneficial interest; interest in controlled corporation | 59,329,899 | 7.76% | | Impresa Fund III Limited Partnership | Beneficial interest; interest in controlled corporation | 64,828,424 | 8.48% | | Mr. Zhang Jingxin | Interest in controlled corporation | 38,982,854 | 5.10% | - Tencent is a substantial shareholder of the company, holding over 20% of voting rights, and indirectly holds shares through Tencent Mobility Limited and TPP Follow-on I Holding H Limited[135][142] Directors' Rights To Acquire Shares Or Debentures For the six months ended June 30, 2025, neither the company nor any of its subsidiaries entered into any arrangements enabling directors or their spouses or children under 18 to benefit from acquiring shares or debentures of the company or any other body corporate - At no time during the six months ended June 30, 2025, had the company or any of its subsidiaries entered into any arrangements to enable the directors to acquire benefits by means of the acquisition of shares or debentures of the company or any other body corporate[151] Share Schemes This section details the company's 2017 Plan and Restricted Share Unit (RSU) Scheme, including their purposes, participants, share quantities, and changes during the reporting period, noting that the RSU Scheme was prematurely terminated due to all units vesting 2017 Plan The 2017 Plan aims to attract and retain talent, with 6,656,220 outstanding share options as of June 30, 2025, representing approximately 0.87% of total issued shares; no new options were granted during the reporting period, and none will be granted post-listing - The 2017 Plan aims to attract and retain the most competent key personnel, provide additional incentives, and promote the successful development of the company's business[156] - As of June 30, 2025, there were 6,656,220 outstanding 2017 Plan share options, representing approximately 0.87% of the total issued shares[159][163] - No 2017 Plan share options were granted during the reporting period, and the company has not and will not grant further 2017 Plan share options after listing[159][166] Details of 2017 Plan Share Option Movements (H1 2025) | Grantee | Outstanding as at January 1, 2025 | Exercised during the period | Forfeited/cancelled/lapsed during the period | Outstanding as at June 30, 2025 | Approximate percentage of total issued shares as at June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Employees | 6,174,117 | 237,800 | 84,397 | 5,851,920 | 0.77% | | Service providers | 804,900 | 600 | – | 804,300 | 0.10% | | Total | 6,979,017 | 238,400 | 84,397 | 6,656,220 | 0.87% | Restricted Share Unit Scheme The 2021 Restricted Share Unit Scheme, adopted to recognize grantee contributions, was prematurely terminated on August 18, 2025, as all 10,004,000 relevant shares granted to Mr. Zhou Teng had fully vested by June 30, 2025 - The Restricted Share Unit Scheme aims to recognize grantees' contributions, incentivize retention, and attract suitable personnel[169] - The total number of shares available for delivery under the scheme is 10,004,000 shares[171] - As of June 30, 2025, all 6,502,600 relevant shares granted to Mr. Zhou Teng had vested, with no relevant shares remaining unvested[173][177] - Given that all relevant shares had formally vested, the Board resolved on August 18, 2025, to prematurely terminate the Restricted Share Unit Scheme[178] Purchase, Sale Or Redemption Of Listed Securities Or Sale Of Treasury Shares For the six months ended June 30, 2025, the company repurchased a total of 14,299,800 shares on the Stock Exchange for approximately HKD 64.41 million, held as treasury shares, and additionally repurchased 36,673,200 ordinary shares for the 2023 Share Award Scheme - For the six months ended June 30, 2025, the company repurchased a total of 14,299,800 shares on the Stock Exchange for a total consideration of approximately HKD 64,407,389, which are held as treasury shares[179] - A total of 36,673,200 ordinary shares were repurchased for the 2023 Share Award Scheme, with a total consideration of RMB 132,860,000[285] - As of June 30, 2025, the company held 14,299,800 treasury shares[181] Audit Committee The Audit Committee, together with the Board, has reviewed the Group's adopted accounting principles and practices, as well as the interim results for the reporting period - The Audit Committee, together with the Board, has reviewed the accounting principles and practices adopted by the Group and the interim results for the reporting period[182] Independent Review Of Auditor The interim financial report for the six months ended June 30, 2025, was not audited but was reviewed by Ernst & Young in accordance with Hong Kong Standard on Review Engagements 2410, resulting in an unmodified review report - The interim financial report was not audited but was reviewed by Ernst & Young in accordance with Hong Kong Standard on Review Engagements 2410[183] - An unmodified review report was issued[183] Independent Auditor's Review Report Ernst & Young reviewed the interim financial information of Spai Health Technology Co., Ltd. for the six months ended June 30, 2025, concluding that nothing came to their attention to suggest the interim financial information was not prepared in all material respects in accordance with International Accounting Standard 34, noting this is a review report, not an audit opinion - Ernst & Young has reviewed the interim financial information for the six months ended June 30, 2025[187] - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, with a scope significantly smaller than an audit, thus no audit opinion is expressed[188] - The conclusion is that nothing has come to the auditor's attention that causes them to believe the interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34[191] Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's profit or loss and other comprehensive income for the six months ended June 30, 2025, showing a loss for the period of RMB 81.139 million, an increase from H1 2024, with basic and diluted loss per share both at RMB 0.12 Summary of Profit or Loss and Other Comprehensive Income (RMB thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | 1,224,064 | 2,363,780 | | Gross Profit | 176,099 | 228,931 | | Loss before tax | (82,369) | (75,159) | | Loss for the period | (81,139) | (74,651) | | Total comprehensive loss for the period | (83,335) | (74,311) | - Basic and diluted loss per share attributable to ordinary equity holders of the parent company were both RMB 0.12[196] Interim Condensed Consolidated Statement of Financial Position This statement presents the Group's financial position as of June 30, 2025, showing a decrease in total current assets and total equity compared to December 31, 2024, while total non-current assets slightly increased Summary of Financial Position (RMB thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total non-current assets | 292,944 | 285,165 | | Total current assets | 1,539,381 | 1,980,127 | | Total current liabilities | 865,130 | 1,036,613 | | Net current assets | 674,251 | 943,514 | | Total equity | 956,314 | 1,201,586 | - As of June 30, 2025, financial assets at fair value through profit or loss amounted to RMB 365,638 thousand[198] - As of June 30, 2025, cash and cash equivalents amounted to RMB 258,089 thousand[198] Interim Condensed Consolidated Statement of Changes in Equity This statement presents the Group's changes in equity for the six months ended June 30, 2025, showing a decrease in total equity from RMB 1.202 billion at the beginning of the period to RMB 956 million at the end, primarily due to loss for the period and repurchase of ordinary shares Summary of Changes in Equity (RMB thousands) | Metric | As at January 1, 2025 (audited) | Loss for the period | Repurchase of ordinary shares | As at June 30, 2025 (unaudited) | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the parent | 1,225,877 | (71,985) | (198,922) | 995,879 | | Non-controlling interests | (24,291) | (9,154) | – | (39,565) | | Total Equity | 1,201,586 | (81,139) | (198,922) | 956,314 | - Share-based payment expenses for the period amounted to RMB 42,804 thousand[201] Interim Condensed Consolidated Statement of Cash Flows This statement presents the Group's cash flows for the six months ended June 30, 2025, showing a net cash outflow from operating activities of RMB 63.471 million, a net cash inflow from investing activities of RMB 280.845 million, a net cash outflow from financing activities of RMB 206.450 million, and cash and cash equivalents of RMB 258.089 million at period-end Summary of Cash Flows (RMB thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash flows used in operating activities | (63,471) | (1,282) | | Net cash flows used in investing activities | 280,845 | (94,350) | | Net cash flows used in financing activities | (206,450) | (120,750) | | Net increase/(decrease) in cash and cash equivalents | 10,924 | (216,382) | | Cash and cash equivalents at end of period | 258,089 | 279,383 | - Net cash flows from investing activities shifted from an outflow in H1 2024 to an inflow in H1 2025, primarily due to increased proceeds from the withdrawal of financial products at fair value through profit or loss[205] Notes to Interim Condensed Consolidated Financial Information This chapter provides detailed notes to the interim condensed consolidated financial information, covering company and group information, changes in accounting policies, operating segment information, revenue and expense breakdowns, taxation, dividends, loss per share, balance sheet item details, related party transactions, and fair value information for financial instruments, offering supplementary explanations for the financial statements 1. Corporate and Group Information Spai Health Technology Co., Ltd. is a limited company incorporated in the Cayman Islands, listed on the Main Board of the Hong Kong Stock Exchange on December 23, 2022, with its principal businesses including specialty pharmacy, physician research assistance, and health insurance services, primarily operating in China - The company was listed on the Main Board of The Stock Exchange of Hong Kong Limited on December 23, 2022[210] - The Group's principal businesses are specialty pharmacy business, physician research assistance business, and health insurance services business[209] - The Group's principal places of operation and geographical markets are located in the People's Republic of China[209] 2. Basis of Preparation The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024, with all values rounded to the nearest RMB thousand - The interim condensed consolidated financial information has been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting[211] - All values are rounded to the nearest thousand (RMB thousands)[211] 3. Changes in Accounting Policies The accounting policies adopted for the interim financial information are consistent with the 2024 annual consolidated financial statements, except for the first-time adoption of amended IFRS Accounting Standard 21 'Lack of Exchangeability,' which had no impact on the financial information as all currencies transacted by the Group are exchangeable - First-time adoption of amended IFRS Accounting Standard 21 'Lack of Exchangeability'[215] - As the currencies in which the Group's transactions are denominated and the functional currencies used by Group entities to translate into the Group's presentation currency are all exchangeable, these amendments had no impact on the interim condensed consolidated financial information[216] 4. Operating Segment Information The Group is organized into three reportable operating segments by product and service: specialty pharmacy, physician research assistance, and health insurance services, with segment performance assessed based on gross profit, and nearly all revenue and non-current assets derived from operations in China during the reporting period - The Group has three reportable operating segments: specialty pharmacy business, physician research assistance business, and health insurance services business[221] - Segment performance is assessed based on the gross profit of the reportable segments[220] - During the reporting period, almost all of the Group's revenue was derived from operations in China, and the vast majority of the Group's non-current assets are located in mainland China[226] - No single customer accounted for 10% or more of the Group's revenue[227] 5. Revenue This note provides a revenue analysis by type of goods or services and timing of revenue recognition, showing that specialty pharmacy business remains the primary revenue source despite a significant decrease, while physician research assistance and health insurance services also experienced changes in revenue Revenue Analysis (RMB thousands) | Type of goods or services | 2025 | 2024 | | :--- | :--- | :--- | | Specialty pharmacy business | 925,825 | 2,066,761 | | Physician research assistance business | 215,121 | 187,371 | | Health insurance services business | 83,118 | 109,648 | | Total | 1,224,064 | 2,363,780 | - Revenue recognition timing: RMB 1,003,571 thousand recognized at a point in time, and RMB 220,493 thousand recognized over a period of time[231] 6. Other Income and Gains This note analyzes the Group's other income and gains, totaling RMB 15.103 million in H1 2025, a decrease from RMB 19.033 million in H1 2024, primarily due to reduced interest income Other Income and Gains Analysis (RMB thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Government grants | 1,163 | 900 | | Interest income | 5,154 | 10,212 | | Gain on financial assets at fair value through profit or loss | 7,349 | 7,227 | | Net gain on lease termination | 248 | 594 | | Others | 1,189 | 100 | | Total | 15,103 | 19,033 | 7. Restructuring Cost This note details the Group's restructuring costs of RMB 13.523 million incurred in H1 2025, primarily comprising employee-related expenses and other losses from closing specialty pharmacy stores Restructuring Cost Breakdown (RMB thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Employee-related expenses | 12,427 | – | | Other losses | 1,096 | – | | Total | 13,523 | – | - Restructuring costs primarily arose from the strategic transformation of the specialty pharmacy and Huiminbao insurance business segments, including employee optimization severance payments and losses from property disposal and lease terminations[237][61] 8. Loss Before Tax This note presents the Group's loss before tax from continuing operations of RMB 82.369 million, detailing the various expenses and income contributing to this loss, including cost of sales, depreciation and amortization, and staff costs Components of Loss Before Tax (RMB thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Cost of inventories sold | 875,731 | 1,973,097 | | Cost of services provided | 172,234 | 161,752 | | Depreciation of property, plant and equipment | 2,115 | 3,829 | | Depreciation of right-of-use assets | 10,518 | 15,926 | | Amortisation of other intangible assets | 2,822 | 4,098 | | Staff costs (excluding directors' and chief executive's emoluments) | 280,479 | 351,235 | | Restructuring costs | 13,523 | – | - Loss before tax was RMB 82,369 thousand (H1 2024: RMB 75,159 thousand)[240] 9. Income Tax This note explains the Group's income tax policies across different jurisdictions, including Cayman Islands exemption, Hong Kong's two-tiered profits tax rate, and mainland China's 25% corporate income tax rate, with the Group recording an income tax credit of RMB 1.23 million during the reporting period - Cayman Islands: The company is exempt from taxation on income or capital gains[243] - Hong Kong: A two-tiered profits tax rate is applied, with the first HKD 2,000,000 of assessable profits taxed at 8.25% and profits above this amount taxed at 16.5%[245] - Mainland China: The corporate income tax rate for PRC subsidiaries is 25%[250] Income Tax (Credit)/Expense Analysis (RMB thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Current income tax | (904) | 1,257 | | Deferred income tax | (326) | (1,765) | | Tax credit for the period | (1,230) | (508) | 10. Dividends This note confirms that no dividends were paid or declared by the company during the period - During the period, no dividends were paid or declared by the company (Six months ended June 30, 2024: Nil)[253] 11. Loss Per Share Attributable To Ordinary Equity Holders Of The Parent This note explains the calculation of basic and diluted loss per share, which both amounted to RMB 0.12 for the six months ended June 30, 2025, consistent with H1 2024 Loss Per Share Calculation (RMB) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the parent (RMB'000) | (71,985) | (78,202) | | Weighted average number of ordinary shares in issue during the period used in the basic loss per share calculation | 612,954,181 | 644,308,040 | | Loss per share (RMB per share) | (0.12) | (0.12) | - The effects of the share option scheme and convertible preference shares were anti-dilutive to the basic loss per share amounts presented, and thus no adjustments were made[255] 12. Property, Plant and Equipment This note discloses that the Group's asset purchases for H1 2025 amounted to RMB 1.516 million, and it incurred a net loss on disposal of assets of RMB 66 thousand and restructuring costs of RMB 824 thousand - For the six months ended June 30, 2025, the cost of assets purchased by the Group amounted to RMB 1,516,000 (H1 2024: RMB 6,625,000)[259] - Disposal of assets resulted in a net loss on disposal of RMB 66,000 and restructuring costs of RMB 824,000[260] 13. Trade and Bills Receivables This note provides an aging analysis of trade and bills receivables, totaling RMB 215.2 million as of June 30, 2025, a decrease from RMB 276 million at the end of 2024, with the majority falling within 6 months Trade and Bills Receivables (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bills receivable | 619 | 14,729 | | Trade receivables | 244,115 | 294,254 | | Provision for credit losses | (29,533) | (32,935) | | Total | 215,201 | 276,048 | Aging Analysis of Trade and Bills Receivables (RMB thousands) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 6 months | 169,929 | 249,638 | | 6 to 12 months | 45,272 | 26,410 | | Total | 215,201 | 276,048 | 14. Prepayments, Other Receivables and Other Assets This note details prepayments, other receivables, and other assets, with the current portion totaling RMB 99.044 million as of June 30, 2025, a decrease from RMB 155 million at the end of 2024, primarily due to a reduction in price adjustment compensation Prepayments, Other Receivables and Other Assets (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Non-current: Lease deposits | 6,900 | 7,413 | | Current: Price adjustment compensation | 31,118 | 70,134 | | Current: Prepayments | 32,120 | 38,547 | | Current: Loans to non-controlling shareholders of subsidiaries | 27,585 | 47,483 | | Current: Funds receivable from external payment network providers | 4,813 | 7,950 | | Current: Consideration receivable for disposal of subsidiaries | 5,900 | – | | Current: Other receivables | 5,402 | 2,014 | | Current: Impairment provision | (15,468) | (18,877) | | Total Current | 99,044 | 154,621 | - Price adjustment compensation primarily refers to procurement rebates and payments receivable from pharmaceutical companies to compensate the Group for reduced drug sales prices under centralized procurement policies for specialty pharmacies[267] 15. Financial Assets at FVTPL This note discloses that total financial assets at fair value through profit or loss amounted to RMB 366 million, a decrease from RMB 632 million at the end of 2024, comprising structured deposits, wealth management products, and money market funds with expected returns ranging from 2.10% to 4.58% per annum Financial Assets at FVTPL (RMB thousands) | Item | June 30, 2025 (Carrying amount/Fair value) | December 31, 2024 (Carrying amount/Fair value) | | :--- | :--- | :--- | | Non-current: Structured deposits | 214,866 | 60,263 | | Current: Wealth management products | 59,711 | 474,683 | | Current: Structured deposits | – | 36,692 | | Current: Money market funds | 91,061 | 60,143 | | Total | 365,638 | 631,781 | - These financial assets refer to floating-rate money market funds, wealth management products, and structured deposits issued by certain banks, with expected returns ranging from 2.10% to 4.58% per annum[269] 16. Trade and Bills Payables This note provides an aging analysis of trade and bills payables, totaling RMB 152 million as of June 30, 2025, a significant decrease from RMB 413 million at the end of 2024, with the majority due within 1 month Trade and Bills Payables (RMB thousands) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 61,814 | 216,625 | | 1 to 3 months | 45,244 | 98,870 | | 3 to 6 months | 24,795 | 64,077 | | Over 6 months | 20,109 | 33,231 | | Total | 151,962 | 412,803 | 17. Other Payables and Accruals This note details other payables and accruals, totaling RMB 495 million as of June 30, 2025, an increase from RMB 414 million at the end of 2024, primarily due to a significant increase in insurance premiums payable Other Payables and Accruals (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Salaries and welfare payable | 81,069 | 110,847 | | Insurance premiums payable | 293,025 | 148,688 | | Provisions | 81,687 | 81,687 | | Other taxes payable | 22,618 | 29,663 | | Accrued expenses | 14,650 | 22,849 | | Total | 495,148 | 413,713 | - The balance of insurance premiums payable refers to insurance premiums collected by the Group as a trustee on behalf of insurance companies from insurance consumers until paid to the insurance companies[278] 18. Share Capital and Treasury Shares This note explains changes in the company's share capital and treasury shares, with issued share capital amounting to RMB 0.518 million as of June 30, 2025, reflecting the issuance of 238,400 ordinary shares upon exercise of share options, the repurchase of 14,299,800 ordinary shares as treasury shares, and an additional repurchase of 36,673,200 ordinary shares for the 2023 Share Award Scheme Issued and Fully Paid Share Capital (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 764,420,514 shares (2024: 764,182,114 shares) of ordinary shares with a par value of USD 0.0001 each | 518 | 518 | - For the six months ended June 30, 2025, 238,400 ordinary shares were issued upon the exercise of share options[284] - A total of 36,673,200 ordinary shares were repurchased for the 2023 Share Award Scheme, with a total consideration of RMB 132,860,000[285] - A total of 14,299,800 ordinary shares were repurchased for a total consideration of RMB 66,062,000 and held as treasury shares[286] 19. Commitments This note discloses the Group's capital commitments as of June 30, 2025, primarily for the purchase of property, plant, and equipment, amounting to RMB 158 thousand Capital Commitments (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Purchase of property, plant and equipment | 158 | 28 | 20. Related Party Transactions This note details significant transactions and outstanding balances between the Group and related parties, including associate Shanxi Spai Pharmaceutical Co., Ltd. and Tencent-controlled companies, as well as key management personnel compensation - Related parties include associate Shanxi Spai Pharmaceutical Co., Ltd. and companies controlled by Tencent (Tencent is a substantial shareholder of the company)[290][293] Significant Related Party Transactions (RMB thousands) | Type of Transaction | Related Party | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | | Provision of services | Companies controlled by Tencent | 1,872 | 845 | | Purchase of technical support services | Companies controlled by Tencent | 580 | 914 | | Purchase of products | Associate | 127 | 8,564 | | Purchase of payment services | Companies controlled by Tencent | 1,972 | 2,414 | | Loan to an associate | Associate | 6,000 | – | | Interest income | Associate | 104 | 182 | Outstanding Balances with Related Parties (RMB thousands) | Item | Related Party | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | :--- | | Total amounts due from related parties | | 7,829 | 1,755 | | Total amounts due to related parties | | 46 | 126 | - Total compensation for key management personnel amounted to RMB 2,210 thousand (H1 2024: RMB 2,098 thousand)[303] 21. Fair Value and Fair Value Hierarchy of Financial Instruments This note explains the fair value measurement and hierarchy of the Group's financial instruments, where financial assets at fair value through profit or loss, primarily structured deposits, wealth management products, and money market funds, are measured using discounted cash flow valuation models (Level 2), with no transfers between fair value measurement levels during the reporting period Fair Value of Financial Assets (RMB thousands) | Item | June 30, 2025 (Carrying amount/Fair value) | December 31, 2024 (Carrying amount/Fair value) | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss | 365,638 | 631,781 | - The fair value of unlisted investments (wealth management products, money market funds, structured deposits) is estimated using discounted cash flow valuation models[305] - Assets measured at fair value are all classified as Level 2 of the fair value hierarchy (significant observable inputs)[310] - During the reporting period, there were no transfers between Level 1 and Level 2 fair value measurements for financial assets and financial liabilities, nor any transfers into or out of Level 3[312] 22. Events After The Reporting Period This note states that no significant events occurred after the reporting period that would require additional disclosure or adjustment - No significant events occurred after the reporting period[314] Definitions This chapter provides definitions for key terms and abbreviations used throughout the interim report to ensure consistent understanding of the report's content - This chapter lists definitions for key terms and abbreviations used in the interim report[317]