INTERIM Report
2020
CONTENTS
- Corporate Information
- Financial Highlights
- Management Discussion and Analysis
23 Corporate Governance and Other Information
- Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
- Interim Condensed Consolidated Statement of Financial Position
- Interim Condensed Consolidated Statement of Changes In Equity
- Interim Condensed Consolidated Statement of Cash Flows
- Notes to the Interim Condensed Consolidated Financial Information
- Definitions
Kangji Medical Holdings Limited | Interim Report 2020
Corporate Information
BOARD OF DIRECTORS
Executive Directors
Mr. ZHONG Ming (Chairman)
Ms. SHENTU Yinguang
Non-executive Directors
Ms. CAI Li
Mr. CHEN Gang
Independent Non-executive Directors
Mr. JIANG Feng
Mr. GUO Jian
Mr. CHEN Weibo
AUDIT COMMITTEE
Mr. CHEN Weibo (Chairman)
Mr. JIANG Feng
Ms. CAI Li
REMUNERATION COMMITTEE
Mr. CHEN Weibo (Chairman)
Ms. SHENTU Yinguang
Mr. GUO Jian
NOMINATION COMMITTEE
Mr. ZHONG Ming (Chairman)
Mr. JIANG Feng
Mr. GUO Jian
JOINT COMPANY SECRETARIES
Mr. YIN Zixin
Ms. LEUNG Shui Bing (ACIS, ACS)
AUTHORIZED REPRESENTATIVES
Mr. ZHONG Ming
Mr. YIN Zixin
AUDITOR
Ernst & Young
Certified Public Accountants
22/F, CITIC Tower
1 Tim Mei Avenue
Central
Hong Kong
COMPLIANCE ADVISER
Somerley Capital Limited
20/F, China Building
29 Queen's Road Central
Hong Kong
REGISTERED OFFICE
Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
CORPORATE HEADQUARTERS
No. 1668 Chunjiang East Road
Tonglu Economic Development Zone
Hangzhou
Zhejiang Province
PRC
HONG KONG LEGAL ADVISER
Sidley Austin
39/F, Two International Finance Centre
8 Finance Street
Central
Hong Kong
PRINCIPAL PLACE OF BUSINESS IN HONG KONG
31/F, Tower Two, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
HONG KONG SHARE REGISTRAR
Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
INVESTOR RELATIONS
- +86 571 69900020
- ir@hzkangji.com
WEBSITE
www.kangjimedical.com
STOCK CODE
9997
02
Kangji Medical Holdings Limited | Interim Report 2020
Financial Highlights
The financial highlights of the Group for the Reporting Period together with the comparative figures for the corresponding previous period are set out as follows:
Six months ended June 30, | |||
2020 | 2019 | ||
(Unaudited) | (Unaudited) | Changes | |
RMB' 000 | RMB' 000 | % | |
Revenue | 212,587 | 216,059 | -1.6 |
Gross profit | 177,634 | 180,019 | -1.3 |
Profit for the period | 89,596 | 130,653 | -31.4 |
Non-HKFRS adjusted profit for the period | 137,324 | 130,653 | 5.1 |
Profit attributable to owners of the parent | 80,742 | 83,618 | -3.4 |
212,587 | 216,059 | -1.6 | |
Earnings per share | |||
- Basic (RMB) | 11.92 cents | 8.14 cents | 46.4 |
- Diluted (RMB) | 11.82 cents | 8.14 cents | 45.2 |
For the six months ended June 30, 2020, the Group realized revenue of RMB212.6 million, representing a decrease of 1.6% as compared to the same period of 2019. The decrease in revenue was mainly due to the impact of COVID-19 outbreak on our sales in the first quarter of 2020, partially offset by the sales recovery in the second quarter of 2020.
The net profit of the Group for the six months ended June 30, 2020 was RMB89.6 million, which decreased by 31.4% as compared to the same period of 2019 mainly due to the listing expenses and share-based payment expenses which amounted to RMB32.1 million and RMB15.6 million, respectively. Profit attributable to owners of the parent decreased by 3.4% due to: (i) a decrease in the net profit of the Group, and (ii) elimination of non-controlling interest as a result of our restructuring in March 2020 in preparation for the listing on the Stock Exchange.
03
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
OUR MISSION
Our mission is to enable physicians and improve health and wellness of patients through providing high performing and accessible products and services.
BUSINESS OVERVIEW AND OUTLOOK
We are the largest domestic minimally invasive surgical instruments and accessories (MISIA) platform in China.
We design, develop, manufacture and sell a comprehensive suite of MISIA products that are focused on the surgical specialties of obstetrics and gynecology (OBGYN), general surgery, urology and thoracic surgery. As of June 30, 2020, we had registered 41 Class I, 13 Class II and eight Class III medical devices in China. We offer both disposable and reusable products, and a substantial majority of our revenue is derived from disposable products.
In response to the outbreak of COVID-19 and its spread globally in the first half of 2020, we adopted measures to mitigate the impact of the COVID-19 outbreak on our business operations, financial results and prospects, and maintain a safe and hygienic working environment in our offices and manufacturing facilities. Soon after the COVID-19 outbreak was declared as a public health emergency of international concern by the WHO, we established a committee to handle COVID-19-related contingencies. The committee is headed by Mr. Zhong Ming, our executive Director, Chairman of the Board and chief executive officer, and comprises six members of the Board and senior management, and 10 department heads. The committee promptly formulated a company-wideCOVID-19 emergency response plan, including but not limited to procuring sanitation supplies, assigning specific personnel to monitor COVID-19 related information, closely working with our suppliers to ensure supply of raw materials and periodically communicating with our customers to obtain timely updates of their operations and sales performance. We donated RMB1.1 million during the Reporting Period to a foundation to support the government's containment of the COVID-19 outbreak.
In March 2020, we were recognized as one of the Zhejiang Top 20 Biology and Medical Companies (浙江省生物醫藥20強) by the Economy and Information Technology Department of Zhejiang (浙江省經濟和信息化廳).
Shares of the Company were successfully listed on the main board of the Stock Exchange on June 29, 2020.
Research and Development
We implement a clinical demand-oriented and highly responsive research and development (R&D) strategy. Leveraging our extensive network of key opinion leaders (KOLs), physicians, hospitals and medical associations, we have built various interaction channels with a large number of physicians, their affiliated hospitals and medical associations, including a five-member advisory board, an OBGYN research workstation, medical conferences and training programs.
We adopt a two-pronged R&D approach that values both in-house R&D and co-development with KOLs, physicians, hospitals and academic institutions. For the first half of 2020, we registered a total of 19 new patents in China which include 16 utility patents and three design patents.
Sales and Distribution
We have an extensive sales network primarily consisting of sales to domestic distributors, which then sell our products to hospitals and/or other end-customers. To a lesser extent, we also sell to hospitals and other customers (primarily including trading companies that sell our products to overseas original design manufacture (ODM) customers) in China, as well as to overseas distributors and ODM customers. During the Reporting Period, we maintained stable relationships with all of our core distributors and our sales reach covered more than 2,900 hospitals across China. We also successfully made inroads into select leading hospitals for certain product categories despite the pandemic. We also started to move certain academic promotion activities online by hosting Kangji branded webinars and webcast.
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Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
The Group's Subsidiaries and Facilities
We conduct out business mainly through our two subsidiaries in the PRC and their respective corporate information is set forth below:
Place of | Date of | Shareholding | ||
Subsidiary | establishment | establishment | percentage | Major business |
Hangzhou Kangji | Hangzhou, Zhejiang | August 24, 2004 | 100% | PRC headquarters of |
Province, PRC | our business, including | |||
manufacturing, | ||||
distribution and research | ||||
and development | ||||
Jiangxi Kanghuan | Jiujiang, Jiangxi | May 22, 2017 | 100% | Wholesale, retail and |
Province, PRC | distribution |
We also wholly own two overseas subsidiaries, being Kangji Medical (Singapore) Pte. Ltd. and Kangji Medical (Hong Kong) Limited. The corporate name of Kangji Medical (Singapore) Pte. Ltd. was changed from TPG Keyhole Success Holding Pte. Ltd. on July 28, 2020.
Our corporate headquarters are located in Tonglu, Zhejiang province. All of our manufacturing facilities during the Reporting Period are located in Zhejiang Province in the PRC.
We have solid manufacturing capabilities supported by an experienced production team, automated manufacturing processes and a cost-effective supply chain. We completed the construction of two new manufacturing facilities in the first half of 2019, bringing the total GFA of our manufacturing facilities to 28,699 square meters ("sq.m."). During the Reporting Period, we increased the production capacity for our disposable products. The capacity utilization rate for our various disposable products ranged between 93% and 97% in the first half of 2020.
As of June 30, 2020, we owned the land use right of three parcels of land with a total site area of approximately 54,023 sq.m. and seven buildings with a total GFA of approximately 37,145.91 sq.m. Our buildings are primarily used as office buildings and manufacturing facilities.
As of June 30, 2020, we leased one property in Jiangxi with a GFA of approximately 74.11 sq.m., which has been used as our office premises.
Outlook
We intend to implement a business strategy and apply the proceeds from the Listing in the manner and timeframe as disclosed in the Prospectus with the following key components: (i) continue to grow product sales by increasing sales and marketing efforts and commercializing new products; (ii) further enhance our R&D capabilities and expand our product pipeline; (iii) expand our production capacity to support future growth; (iv) expand our global footprint by increasing product registrations and broadening sales channels overseas; and (v) selectively pursue strategic investments and acquisitions.
We will continue to closely monitor the COVID-19 situation as well as various regulatory and administrative measures adopted by local governments to prevent and control the epidemic. We will continue to evaluate the impact of this outbreak on us and adapt our sales strategies accordingly.
05
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
OUR PRODUCT PORTFOLIO
Our product portfolio is set out below as of June 30, 2020:
Product Type | Description |
Disposable products | |
Disposable trocars | Disposable trocars are used to create an access port for endoscopes or |
other surgical instruments during the MIS. Our disposable trocars are | |
available in various types and specification | |
Polymer ligation clips | We are the first domestic company to obtain NMPA approval for polymer |
ligation clips, which are used to quickly occlude vessels and other tubular | |
tissue structures in surgeries including MIS. Our polymer ligation clips | |
have high biocompatibility and stability, and are radiolucent and available | |
in different sizes | |
Disposable electrocoagulation forceps | We are the first company to obtain NMPA approval for Class III disposable |
electrocoagulation forceps, which utilize high-frequency electric current | |
to quickly achieve hemostasis at bleeding sites, or dissect or cut tissues | |
using different forceps tips, such as scissors, graspers or blades | |
Other disposable products | Other disposable products primarily include disposable suction and |
irrigation sets, and retrieval bags, among others | |
Reusable products | Reusable products primarily include reusable trocars, reusable forceps |
and other reusable products |
OUR PRODUCT PIPELINE
We focus on R&D of MISIA Products (i) that have vast unmet market demand; (ii) for which we have R&D capabilities to quickly develop from concept to approved products; and (iii) that can gain market share at faster ramp up speed. In particular, we plan to continue to focus on products used in OBGYN, general surgery, urology and thoracic surgical specialties, including in the robotic assisted technology (RAT) areas. As of June 30, 2020, we had four product candidates in the registration process and five candidates in the product design and development stage. The following table sets forth details of our product pipeline:
Candidate | Medical device | Features and | |||
Expected launch date | name | classification | Application | benefits | Current status |
2020 or early 2021 | 4K-ultra | Class II | Endoscopic | 1. Enable | Product |
resolution | imaging | imaging with | registration | ||
Endovision | high resolution, | testing | |||
camera system | stable vision | ||||
(4K高清內窺鏡 | and decreased | ||||
攝像系統) | chromatic | ||||
aberration | |||||
especially for red | |||||
color; | |||||
2. Unclouded | |||||
images to | |||||
accommodate | |||||
different surgical | |||||
scenarios |
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Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
Candidate | Medical device | Features and | |||
Expected launch date | name | classification | Application | benefits | Current status |
2020 | Disposable | Class III | Cutting soft | 1. Transect and | Application |
ultrasonic scalpel | tissues and | coagulate tissues | for NMPA | ||
(超聲切割止血 | closing vessels | in one step, | registration | ||
刀一次性刀頭)(1) | during surgery | saving surgery | filed; pending | ||
time; | approval | ||||
2020 | Ultrasonic | Class III | Electrosurgical | 2. Minimal | Application |
scalpel (system) | hardware | lateral thermal | for NMPA | ||
(超聲切割止血 | to support | damage for | registration | ||
刀(主機))(1) | disposable | important tissue | filed; pending | ||
ultrasonic | organs and their | approval | |||
dissectors | peripheries; | ||||
3. No current | |||||
flows through | |||||
the human | |||||
body, making it | |||||
safer and more | |||||
reliable | |||||
2020 or early 2021 | Laparoscopic | Class II | Anastomosis | 1. Substitute | Product |
stapler (腹腔鏡 | of the tubular | traditional | design and | ||
吻合器)(1) | tissues of the | surgical suturing | development | ||
alimentary canal | with faster | ||||
and anastomosis | suturing, fewer | ||||
for lateral | side effects and | ||||
resection | reduced surgical | ||||
complications; | |||||
2. Easy to use | |||||
without requiring | |||||
proficient | |||||
surgical suturing | |||||
skills | |||||
2021 | Absorbable | Class III | Closure of blood | Made from | Clinical trial |
ligation clip (可 | vessels and | biodegradable | |||
吸收結紥夾)(1) | tubular tissues | materials, can | |||
during MIS | be degraded | ||||
and absorbed in | |||||
the human body | |||||
after use | |||||
2021 | Disposable | Class II | Laparoscopic | Increased control | Product |
laparoscopic | surgeries to | on sealing, | design and | ||
trocar (with | allow surgical | which improves | development | ||
external flap | instrument to | the shortcoming | |||
control) (一次性 | enter into and | of secondary | |||
內窺鏡專用外控 | exit from the | contamination | |||
翻板穿刺器) | human body, | caused by the | |||
and allow | entrance and exit | ||||
inflation into the | of the endoscope | ||||
cavity | and makes | ||||
the specimen | |||||
retrieval process | |||||
more smooth |
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Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
Candidate | Medical device | Features and | |||
Expected launch date | name | classification | Application | benefits | Current status |
2022 | Multi- | Class II/III | Laparoscopic | Manually- | Product |
dimensional | surgeries | operated devices | design and | ||
rotational | to achieve | development | |||
laparoscopic | multidimensional | ||||
surgical | operations | ||||
instruments (多 | similar to robotic | ||||
維度撓性內鏡器 | assisted surgical | ||||
械) | devices | ||||
Beyond 2022 | Robot-assisted | Class II/III | Robot-assisted | Surgical | Product |
laparoscopic | laparoscopic | instruments | design and | ||
surgical | surgeries | utilized by | development | ||
instruments (機 | robotic arms, | ||||
器人操作腹腔鏡 | which can realize | ||||
手術器械) | articulation | ||||
beyond normal | |||||
manipulation | |||||
and multi- | |||||
dimensional | |||||
operation | |||||
To be determined | Knot-free | Class III | MIS | Used for suture | Product |
subcuticular | in MIS | design and | |||
suture (免打結 | development | ||||
線)(1) | |||||
Note: |
- These product candidates require clinical trials. For laparoscopic staplers, the electric type requires clinical trials.
During the Reporting Period, we continued to implement our strategy to enhance our R&D capabilities and expand our product pipeline. We have achieved the following progress to our pipeline products:
- 4K-ultraresolution Endovision camera system (4K高清內窺鏡攝像系統): We obtained the product electromagnetic compatibility test report in relation to our 4K-ultra resolution Endovision camera system in June 2020 and have entered into performance testing stage. This pipeline product is expected to be approved by the end of 2020.
- Disposable ultrasonic scalpel (system) (超聲切割止血刀一次性刀頭(系統)): We received a documents request from the CDME with respect to our application for registration of disposable ultrasonic scalpel in December 2019. As of the date of this report, we have submitted requested supplemental materials to the CDME for review. Our disposable ultrasonic scalpel is expected to be launched in the fourth quarter of 2020.
- Laparoscopic stapler (腹腔鏡吻合器): Our laparoscopic stapler, a type of advanced and high-value MISIA used to close incisions in laparoscopic surgeries, have entered into registration testing stage and is expected to be approved by the end of 2020, which would be sooner than expected.
- Absorbable ligation clip (可吸收結紥夾): Our absorbable ligation clip passed the ethics review in December 2019. The clinical trial procedure has been completed and the trial has entered into the follow-up stage as of date of this report.
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Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
FINANCIAL REVIEW
During the Reporting Period, the COVID-19 pandemic in China and globally had a significant impact on our business, especially in the first quarter of 2020. We had normal operations before Chinese New Year holidays starting from January 24, 2020. We temporarily suspended operations for approximately two weeks from the end of Chinese New Year holidays in early February to February 17, 2020 to protect our employees. We officially resumed normal on-site operations on February 18, 2020, including production and sales. The COVID-19 outbreak had significant impact on our results of operations in February and March during the Reporting Period mainly due to hospitals' lower demand for our products, as many surgeries were rescheduled to avoid cross-infection and hospital resources were redirected to support COVID-19 treatment during this period. As a result, for the first quarter of 2020, our revenue decreased by approximately 31.4% to RMB61.1 million from RMB89.1 million for the same period of 2019.
We achieved revenue growth of 19.3% for the second quarter of 2020 as compared to the same period of 2019, thanks to the recovery of market demand as surgery volume started to bounce back. As a result, the Group's revenue in the Reporting Period was approximately RMB212.6 million, which was a slight decrease of 1.6% as compared to the same period of 2019. Sales of disposable products accounted for approximately 87.6% of our total revenue during the Reporting Period.
Revenue
Our revenue amounted to RMB212.6 million for the six months ended June 30, 2020, representing a decrease of 1.6% as compared to RMB216.1 million for the six months ended June 30, 2019. The decrease was mainly attributable to the impact of COVID-19 outbreak on our sales in the domestic market in the first quarter of 2020, as the demand for our products decreased as a result of lower surgery volume. As surgery volume gradually recovered in the second quarter of 2020, demand for our products also bounced back and we had positive year-on-year growth in terms of total revenue for each month of the second quarter.
Unaudited | |||
Six months ended June 30, | |||
2020 | 2019 | Changes | |
RMB' 000 | RMB' 000 | % | |
Disposable products | |||
Disposable trocars | 99,949 | 109,948 | -9.1 |
Polymer ligation clips | 64,012 | 55,614 | 15.1 |
Disposable electrocoagulation forceps | 17,945 | 14,061 | 27.6 |
Other disposable products(1) | 4,397 | 3,564 | 23.4 |
Sub-total | 186,303 | 183,187 | 1.7 |
Reusable products(2) | 26,284 | 32,872 | -20.0 |
Total | 212,587 | 216,059 | -1.6 |
Notes:
- Other disposable products primarily include disposable suction and irrigation sets and retrieval bags, among others.
- Reusable products primarily include reusable trocars, reusable forceps and other reusable products.
Disposable Products
Our disposable products include disposable trocars, polymer ligation clips, disposable electrocoagulation forceps and other disposable products. Our disposable products recorded revenue of RMB186.3 million for the six months ended June 30, 2020, representing an increase of 1.7% as compared to RMB183.2 million for the six months ended June 30, 2019. Such increase was mainly attributable to the year-on-year sales growth in the second quarter of 2020 when demand recovered as surgery volume bounced back, offset by the decline in sales in the first quarter of 2020. Demand for disposable products recovered much faster than for reusable products, as there is a more immediate need for product replenishment as surgeries return to normal level at hospitals.
09
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
During the Reporting Period, sales of disposable products accounted for 87.6% of our total revenue as compared to 84.8% for the same period in 2019.
Disposable trocars recorded revenue of RMB99.9 million for the six months ended June 30, 2020, representing a decrease of 9.1% as compared with RMB109.9 million for the six months ended June 30, 2019. Disposable trocars accounted for approximately 47.0% of our total revenue during the Reporting Period as compared to 50.9% for the same period in 2019. Polymer ligation clips recorded revenue of RMB64.0 million for the six months ended June 30, 2020, representing a growth of 15.1% compared to the same period in 2019.
Sales of polymer ligation clips recovered more quickly mainly because a large portion of the surgeries that have been delayed by COVID-19 and were subsequently rescheduled were cancer surgeries, which have higher usage of polymer ligation clips. In contrast, the number of disposable trocars used for any type of surgery is usually fixed.
Like polymer ligation clips, the other disposable product categories (disposable electrocoagulation forceps and other disposable products) also experienced faster recovery of demand and positive sales growth in the six months ended June 30, 2020 despite the pandemic. This can also be attributed to the higher growth rates for these product segments and our leading market positions.
Reusable Products
Our reusable products recorded revenue of RMB26.3 million for the six months ended June 30, 2020, representing a decrease of 20.0% as compared with RMB32.9 million for the six months ended June 30, 2019. Such decrease was mainly due to the impact of COVID-19 on demand for reusable products as well as the fact that face-to-face marketing activities at hospitals, which are essential for these non-standardized products, were curtailed by COVID-19 related restrictions.
Our revenue from overseas markets was approximately RMB17.2 million for the six months ended June 30, 2020, representing a decrease of 4.3% from the same period in 2019. This decrease was also due to the impact of COVID-19 and lower demand for our products, disruptions to operations for our overseas customers as well as constraints on international logistics. Our overseas sales continued to be affected by the spread of COVID-19 outside of China in the second quarter of 2020 even as the condition in China gradually improved. Revenue from overseas markets accounted for 8.1% of our total revenue for the first half of 2020 as compared to 8.3% for the same period in 2019.
Sales Channel
Most of our revenue comes from sales to domestic customers. During the Reporting Period, we primarily sold our products to domestic distributors. To a lesser extent, we also sold to hospitals and other customers (primarily including trading companies that sell our products to overseas ODM customers) in China, as well as to overseas distributors and ODM customers. The following table sets forth our revenue by geographic market and sales channel for the periods indicated:
Unaudited | |||
Six months ended June 30, | |||
2020 | 2019 | Changes | |
RMB' 000 | RMB' 000 | % | |
Domestic | |||
- Distributors | 189,427 | 190,240 | -0.4 |
- Hospitals and other customers | 5,929 | 7,820 | -24.2 |
Sub-total | 195,356 | 198,060 | -1.4 |
Overseas | |||
- ODM customers | 15,465 | 16,726 | -7.5 |
- Distributors | 1,766 | 1,273 | 38.7 |
Sub-total | 17,231 | 17,999 | -4.3 |
Total | 212,587 | 216,059 | -1.6 |
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Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
Cost of Sales
Our cost of sales during the Reporting Period mainly consisted of raw materials, direct labor costs and manufacturing costs.
For the six months ended June 30, 2020, our cost of sales was RMB35.0 million, representing a decrease of 3.0% as compared with RMB36.0 million for the six months ended June 30, 2019. The decrease in cost of sales was primarily due to a decrease in sales, as well as increased proportion of disposable products, as disposable products generally have lower raw material cost. The decrease in raw material cost was partially offset by an increase in labor cost and other manufacturing cost.
The following table sets forth the breakdown of our cost of sales by nature for the periods indicated:
For the six months ended June 30, | ||||
2020 | 2019 | |||
Amount | % of total | Amount | % of total | |
RMB' 000 (except percentages) | ||||
Raw materials cost | 14,668 | 42.0% | 16,431 | 45.6% |
Direct labor costs | 11,872 | 34.0 | 11,383 | 31.6 |
Manufacturing costs(1) | 8,413 | 24.0 | 8,226 | 22.8 |
Total | 34,953 | 100.0% | 36,040 | 100.0% |
Note:
- Manufacturing costs primarily include utilities costs, overhead expenses and depreciation of our manufacturing equipment.
The following table sets forth the breakdown of our cost of sales by product type for the periods indicated:
For the six months ended June 30, | ||||
2020 | 2019 | |||
Amount | % of total | Amount | % of total | |
RMB' 000 (except percentages) | ||||
Disposable products | 24,796 | 70.9% | 24,441 | 67.8% |
Reusable products | 10,157 | 29.1 | 11,599 | 32.2 |
Total | 34,953 | 100.0% | 36,040 | 100.0% |
Gross Profit and Gross Profit Margin
Our gross profit declined by 1.3% to RMB177.6 million for the six months ended June 30, 2020 from RMB180.0 million for the six months ended June 30, 2019, due to a decrease in sales.
Our gross margin was 83.6% for the six months ended June 30, 2020, up from 83.3% for the six months ended June 30, 2019, which was primarily due to (i) a slightly higher proportion of sales under the "two-invoice" system in certain provinces of China, and such sales have higher gross margins due to higher ex-factory prices, and (ii) higher proportion of disposable products which have higher gross margins than reusable products.
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Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
The following table sets forth the breakdown of gross profit and gross profit margin by product type for the periods indicated:
For the six months ended June 30, | ||||
2020 | 2019 | |||
Gross profit | Gross profit | |||
Gross profit | margin | Gross profit | margin | |
RMB' 000 (except percentages) | ||||
Disposable products | 161,507 | 86.7% | 158,746 | 86.7% |
Reusable products | 16,127 | 61.4 | 21,273 | 64.7 |
Total | 177,634 | 83.6% | 180,019 | 83.3% |
Other Income and Gains
The Group's other income and gains for the six months ended June 30, 2020 was RMB26.8 million, while for the six months ended June 30, 2019, it was RMB12.9 million. The increase in other income was primarily due to an increase in government grants. Government grants in the first half of 2020 increased significantly year-on-year, primarily due to the increase in government subsidy we received in relation to the taxes we accrued in the fourth quarter of 2019 as a result of our significant growth in 2019, and the fact that our tax contribution is generally weighted higher toward end of the year. A big proportion of the government subsidy we receive each year is in relation to the taxes we paid to the local government and is usually granted to us twice a year. The rest of the government subsidy varies each year as we apply for various government incentives.
The following table sets forth the breakdown of our other income and gains for the periods indicated:
For the six months ended June 30, | ||||
2020 | 2019 | |||
Amount | % of total | Amount | % of total | |
RMB' 000 (except percentages) | ||||
Government grants | 18,504 | 69.1% | 5,089 | 39.4% |
Bank interest income | 3,240 | 12.1 | 6,494 | 50.3 |
Investment income from financial assets | ||||
at fair value through profit or loss | 3,297 | 12.3 | 890 | 6.9 |
Foreign exchange gains, net | 1,257 | 4.7 | 440 | 3.4 |
Others | 493 | 1.8 | - | - |
Total | 26,791 | 100.0% | 12,913 | 100.0% |
Selling and Distribution Expenses
Our selling and distribution expenses during the Reporting Period primarily consisted of (i) marketing and advertising fees we incurred to maintain and expand our sales network; (ii) transportation and travel fees in relation to our sales and marketing activities; and (iii) staff costs for our sales and marketing personnel.
Selling and distribution expenses were RMB23.2 million for the six months ended June 30, 2020, representing an increase of 35.0% as compared with RMB17.2 million for the six months ended June 30, 2019. The increase was primarily due to share-based payment expenses associated with our RSU Plan in the amount of approximately RMB6.2 million which was included in staff costs. Excluding share-based payment expenses, our selling and distribution expenses remained relatively stable for the Reporting Period.
12
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
The following table sets forth the breakdown of our selling and distribution expenses for the periods indicated:
For the six months ended June 30, | ||||
2020 | 2019 | |||
Amount | % of total | Amount | % of total | |
RMB' 000 (except percentages) | ||||
Marketing and advertising fees | 13,398 | 57.7% | 12,837 | 74.7% |
Transportation and travel fees | 1,037 | 4.5 | 2,117 | 12.3 |
Staff costs | 8,265 | 35.6 | 1,747 | 10.2 |
Other | 507 | 2.2 | 487 | 2.8 |
Total | 23,207 | 100.0% | 17,188 | 100.0% |
Administrative Expenses
Our administrative expenses during the Reporting Period primarily consisted of (i) staff costs for our administrative and other staff; (ii) tax expenses; (iii) office, travel and miscellaneous expenses; (iv) depreciation and amortization; (v) professional services fees; (vi) impairment of trade receivables; and (vii) others (including one-off listing expenses).
Administrative expenses amounted to RMB54.0 million for the six months ended June 30, 2020, representing an increase of 299.1% as compared with RMB13.5 million for the six months ended June 30, 2019. The increase was mainly due to the listing expenses (in the amount of RMB32.1 million) and share-based payment expenses (approximately RMB6.0 million) included in staff costs. Excluding the listing expenses and share-based payment expenses, our administrative expenses increased by RMB2.3 million for the Reporting Period mainly due to an increase in tax expense (primarily stamp duty associated with the restructuring in March 2020).
The following table sets forth the breakdown of our administrative expenses for the periods indicated:
For the six months ended June 30, | ||||
2020 | 2019 | |||
Amount | % of total | Amount | % of total | |
RMB' 000 (except percentages) | ||||
Staff costs | 10,466 | 19.4% | 3,637 | 26.9% |
Tax expenses | 5,318 | 9.8 | 3,021 | 22.3 |
Office, travel and miscellaneous expenses | 2,409 | 4.5 | 3,724 | 27.5 |
Depreciation and amortization | 1,338 | 2.5 | 1,368 | 10.1 |
Professional services fees | 1,554 | 2.9 | 1,095 | 8.1 |
Impairment of trade receivables | 541 | 1.0 | 588 | 4.3 |
Listing expenses | 32,135 | 59.5 | - | - |
Others | 242 | 0.4 | 98 | 0.8 |
Total | 54,003 | 100.0% | 13,531 | 100.0% |
Research and Development Expenses
Our research and development expenses during the Reporting Period primarily consisted of (i) costs of raw materials used in our research and development projects; (ii) staff costs in relation to our research and development team; and (iii) other research and development expenses including technical service fees and testing fees, costs for clinical trials and regulatory approvals, conference and travel expenses, depreciation and amortization and other miscellaneous costs.
13
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
Research and development expenses for the six months ended June 30, 2020 was RMB12.1 million, representing an increase of 47.9% as compared with RMB8.2 million for the six months ended June 30, 2019, which was mainly due to share-based payment expenses included in staff costs. Excluding the share-based payment expenses, our research and development expense increased moderately by RMB0.5 million for the Reporting Period due to an increase in the purchase of raw materials.
The following table sets forth the breakdown of our research and development expenses for the periods indicated:
For the six months ended June 30, | ||||
2020 | 2019 | |||
Amount | % of total | Amount | % of total | |
RMB' 000 (except percentages) | ||||
Raw material costs | 3,707 | 30.7% | 2,695 | 33.0% |
Staff costs | 6,759 | 56.0 | 2,699 | 33.0 |
Others | 1,610 | 13.3 | 2,773 | 34.0 |
Total | 12,076 | 100.0% | 8,167 | 100.0% |
Other Expenses
Other expenses primarily consisted of donation, foreign exchange loss, and loss on disposal of assets. During the Reporting Period, we recorded other expenses of RMB1.2 million for the six months ended June 30, 2020, which was primarily attributable to a donation in supporting the government's containment of the COVID-19 outbreak.
The following table sets forth the components of other expenses for the periods indicated:
For the six months ended June 30, | ||||
2020 | 2019 | |||
Amount | % of total | Amount | % of total | |
RMB' 000 (except percentages) | ||||
Donation | 1,100 | 89.9% | 1,200 | 99.8% |
Loss on disposal of items of property, | ||||
plant and equipment | 100 | 8.2 | 2 | 0.2 |
Others | 24 | 1.9 | - | - |
Total | 1,224 | 100.0% | 1,202 | 100.0% |
Income Tax Expenses
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which members of the Group are domiciled and operate.
Income tax expenses were RMB24.3 million for the six months ended June 30, 2020, representing an increase of 9.6% as compared with RMB22.2 million for the six months ended June 30, 2019. The increase in income tax expenses despite a decrease in profit before tax for the period was primarily due to the fact that the majority of the listing expenses and share-based payment expenses cannot be deducted for tax purpose, as well as an increase in deferred tax which represented an inclusion of PRC withholding tax on distributable profit for the Group.
14
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim condensed consolidated statement of profit or loss are:
For the six months ended June 30, | ||||
2020 | 2019 | |||
Amount | % of total | Amount | % of total | |
RMB' 000 (except percentages) | ||||
Current tax: | ||||
Income tax charge | 22,418 | 92.2% | 22,255 | 100.3% |
Deferred tax | 1,901 | 7.8 | (64) | (0.3) |
Total | 24,319 | 100.0% | 22,191 | 100.0% |
Property, Plant and Equipment
Our property, plant and equipment during the Reporting Period consisted of buildings, plant and machinery, furniture and fixtures and motor vehicles. Our property, plant and equipment increased from RMB56.5 million as of December 31, 2019 to RMB59.2 million as of June 30, 2020. The increase in property, plant and equipment during the Reporting Period was primarily due to the purchase of machinery, equipment and motor vehicles.
Right-of-use Assets
We recognize right-of-use assets for land use rights and leases of office premises. Our right-of-use assets decreased from RMB17.0 million as of December 31, 2019 to RMB16.8 million as of June 30, 2020, primarily due to accumulated amortization during the Reporting Period.
Intangible Assets
Our intangible assets represent our software used to design our products. We had intangible assets of RMB66,000 and RMB55,000 as of December 31, 2019 and June 30, 2020, respectively. The decrease in the carrying amount of our intangible assets was primarily due to accumulated amortization during the Reporting Period.
Inventories
Our inventories during the Reporting Period consisted of raw materials, work-in-progress and finished goods. Under our inventory control policy, we regularly monitor and analyze our historical procurement, production and sales statistics and adjust our inventories to meet customer demand in a timely manner without causing inventory accumulation.
Our inventories increased from RMB36.9 million as of December 31, 2019 to RMB41.0 million as of June 30, 2020, primarily due to the increase in finished goods, as we built up our inventory to some extent in anticipation of increased sales in the second half of the year. Our inventory turnover days increased from 175 days in 2019 to 212 days in the Reporting Period primarily due to the increase in inventory as mentioned above, as well as the proportional decrease in cost of sales, as our cost of sales, in relation to revenue split, is generally lower in the first half of the year compared to the second half of the year.
15
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
The following table sets forth the details of our inventories as of the dates indicated and inventory turnover days for the periods indicated:
As of June | As of December | |
30, 2020 | 31, 2019 | |
RMB' 000 | ||
Raw materials | 19,829 | 17,763 |
Work-in-progress | 4,747 | 6,193 |
Finished goods | 16,437 | 12,966 |
Total | 41,013 | 36,922 |
Inventory turnover days(1) | 212 | 175 |
Note:
- Calculated by dividing the arithmetic mean of the opening and ending balance of inventories in that period by cost of sales for the corresponding period and then multiplying by 183/365 days.
Trade Receivables
Our trade receivables represent outstanding amounts due from our distributors as well as other customers.
As of December 31, 2019 and June 30, 2020, we had trade receivables of RMB73.0 million and RMB91.1 million, respectively. The increase of our trade receivables was primarily due to the increase in short-term receivables within 3 months, which reflected our significant sales recovery in the second quarter. There was also an increase in receivables within 6 to 12 months as some customers (primarily our customers under the "two-invoice" system regions) took longer to settle. As a result, our trade receivable turnover days increased in the first half of 2020 compared to full year 2019 due to the increase in average trade receivables as well as proportional lower sales in the first half of the year compared to the second half of the year. Due to the impact of the Chinese New Year holiday and COVID-19 outbreak on trade receivable collection, as of June 30, 2020, 85.6% of our trade receivables as of December 31, 2019 had been subsequently settled.
The following table sets forth the details of our trade receivables as of the dates indicated and trade receivables turnover days for the periods indicated:
Trade receivables
Impairment
Total
Trade receivable turnover days(1)
As of June | As of December |
30, 2020 | 31, 2019 |
RMB' 000
93,82875,164
(2,693)(2,152)
91,13573,012
7345
Note:
- Calculated by dividing the arithmetic mean of the opening and ending balance of trade receivables in that period by revenue for the corresponding period and then multiplying by 183/365 days.
16
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
The following table sets forth an aging analysis, based on the invoice date and net of loss allowance, of our trade receivables as of the dates indicated:
As of June | As of December | |
30, 2020 | 31, 2019 | |
RMB' 000 | ||
Within 3 months | 75,195 | 57,993 |
3 to 6 months | 5,788 | 10,287 |
6 to 12 months | 8,633 | 3,684 |
Over one year | 1,519 | 1,048 |
Total | 91,135 | 73,012 |
Prepayments, Other Receivables and Other Assets
Our prepayments, other receivables and other assets during the Reporting Period primarily consisted of (i) prepayments to suppliers; (ii) prepaid expenses primarily including prepaid conference fees and product registration testing fees; and (iii) other receivables.
Our prepayments, other receivables and other assets further increased from RMB5.8 million as of December 31, 2019 to RMB10.6 million as of June 30, 2020, primarily due to the increase in prepayments which were paid toward the purchase of raw materials.
The following table sets forth the details of our prepayments, other receivables and other assets as of the dates indicated:
As of June | As of December | |
30, 2020 | 31, 2019 | |
RMB' 000 | ||
Interest receivables | - | 3,019 |
Prepayments | 7,944 | 1,330 |
Prepaid expenses | 1,887 | 1,172 |
Other receivables | 795 | 312 |
Total | 10,626 | 5,833 |
Financial Assets at Fair Value through Profit or Loss
Our financial assets at fair value through profit or loss ("FVTPL") decreased from RMB34.9 million as of December 31, 2019 to RMB15.6 million as of June 30, 2020 as our cash balance in domestic financial institutions decreased after payment of dividends in the first half of 2020.
Cash and Cash Equivalents
Our cash and cash equivalents increased from RMB565.1 million as of December 31, 2019 to RMB2,875.9 million as of June 30, 2020, primarily due to the inflow of IPO proceeds from the Global Offering.
As of June 30, 2020, most of our cash and cash equivalents were denominated in HK Dollars and Renminbi, while a portion was denominated in U.S. dollars or other currencies due to our export sales to overseas customers.
17
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
The following table sets forth a breakdown of our cash and cash equivalents as of the dates indicated:
As of June | As of December | |
30, 2020 | 31, 2019 | |
RMB' 000 | ||
Cash and bank balances | 2,875,880 | 388,336 |
Time deposits | 409 | 178,252 |
Total | 2,876,289 | 566,588 |
Less: | ||
Pledged time deposits for potential transactions on | ||
financial assets at FVTPL | (409) | (1,440) |
Cash and cash equivalents | 2,875,880 | 565,148 |
Denominated in: | ||
Renminbi | 15,835 | 509,781 |
HK dollars | 2,765,922 | - |
US dollars | 93,510 | 54,766 |
Other currencies | 613 | 601 |
Cash and cash equivalents | 2,875,880 | 565,148 |
Trade Payables
Our trade payables decreased from RMB9.3 million as of December 31, 2019 to RMB7.2 million as of June 30, 2020, primarily due to a decrease in the short-term trade payables, reflecting a decrease in the purchase of raw materials in the recent months. Our trade payable turnover days increased to 43 days in the Reporting Period compared to 37 days in 2019. This was primarily due to the increase in average trade payables thanks to the grow of our business, as well as proportional lower cost of sales (in relation to proportional lower sales) in the first half of the year compared to the second half of the year.
The following table sets forth an aging analysis of trade payables based on the invoice dates as of the dates indicated and trade payable turnover days for the periods indicated.
Within 3 months 3 to 6 months
6 to 12 months Over 12 months
Total
Trade payable turnover days(1)
As of June | As of December |
30, 2020 | 31, 2019 |
RMB' 000 | |
6,945 | 9,232 |
136 | 10 |
5 | 3 |
73 | 73 |
7,159 | 9,318 |
43 | 37 |
Note:
- Calculated by dividing the arithmetic mean of the opening and ending balance of trade payables in that period by cost of sales for the corresponding period and then multiplying by 183/365 days.
18
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
Other Payables and Accruals
Our other payables and accruals during the Reporting Period primarily consist of (i) other payables, which mainly represent promotional fees payable in relation to our sales and marketing activities; (ii) payroll payables; (iii) taxes other than income tax; (iv) contract liabilities, which represented milestone and upfront payments received from our customers, including our distributors; and (v) accrued expenses which mainly represented professional fees payable as part of our total listing expenses in relation to our Global Offering.
Our other payables and accruals increased from RMB47.1 million as of December 31, 2019 to RMB99.7 million as of June 30, 2020, primarily due to the increase in accrued expenses which mainly represented professional fees payable as part of our total listing expenses in relation to our Global Offering.
The following table sets forth the details of our other payables and accruals as of the dates indicated:
As of June | As of December | |
30, 2020 | 31, 2019 | |
RMB' 000 | ||
Other payables | 28,931 | 26,892 |
Payroll payables | 11,783 | 11,480 |
Taxes other than income tax | 8,536 | 7,288 |
Contract liabilities | 1,409 | 838 |
Accrued expenses | 49,071 | 633 |
Total | 99,730 | 47,131 |
Deferred Income
Our deferred income represents government grants we received from local PRC governments to support the expansion of our production capacity.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to profit or loss over the expected useful life of the relevant asset by equal annual installments or deducted from the carrying amount of the asset and released to profit or loss by way of a reduced depreciation charge.
Liquidity and Capital Resources
Our primary uses of cash during the Reporting Period were to fund our capital expenditure for manufacturing and R&D, meet working capital needs, pay for listing expenses as well as dividend payment and capital reduction. Historically, we have financed our operations and other capital requirements primarily through cash generated from our operations.
On June 29, 2020, 225,397,500 Shares of US$0.00001 each were issued at a price of HK$13.88 per Share in connection with the Company's IPO on the Stock Exchange. The proceeds of HK$17,469 representing the par value, were credited to the Company's share capital. The remaining proceeds of HK$3,128,499,831 (before deduction of the expenses relating to the Company's IPO) were credited to the share premium account.
19
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
The following table sets forth a summary of the Group's condensed consolidated statements of cash flows for the periods indicated:
For the six months ended June 30, | |||
2020 | 2019 | ||
RMB' 000 | |||
Cash flows from operating activities | 79,588 | 104,587 | |
Cash flows from/(used in) investing activities | 116,857 | (83,975) | |
Cash flows from/(used in) financing activities | 2,210,047 | (3) | |
Net increase in cash and cash equivalents | 2,406,492 | 20,609 | |
Cash and cash equivalents at end of period | 2,875,880 | 85,629 | |
Net Current Assets
We had net current assets of RMB2,884.6 million as of June 30, 2020, representing an increase of RMB2,434.7 million as compared with RMB449.9 million as of December 31, 2019. Such increase primarily represents the cash proceeds received from the Listing.
Foreign Exchange Exposure
During the Reporting Period, the Group's operations were primarily based in the PRC. Assets, liabilities and transactions in the PRC are denominated in RMB, while overseas assets and transactions are mainly denominated in HK Dollars and US Dollars. We are exposed to foreign currency risks, primarily including account receivables, account payables and cash balances that are denominated in a foreign currency, i.e., a currency other than our functional currency. For the six months ended June 30, 2020, the Group recorded an exchange gain of RMB1.3 million, as compared to an exchange gain of RMB0.4 million for the six months ended June 30, 2019. So far, the Group has not had any hedging arrangements to manage foreign exchange risks but has been actively monitoring and overseeing its foreign exchange risks.
Capital Expenditure
For the six months ended June 30, 2020, the Group's total capital expenditure amounted to approximately RMB8.8 million, which was primarily used in purchasing machinery and equipment and motor vehicles. The Group's capital expenditure for the six months ended June 30, 2019 was approximately RMB7.1 million.
The following table sets forth our net capital expenditures as at the dates indicated:
For the six months ended June 30, | |||
2020 | 2019 | ||
RMB' 000 | |||
Plant and machinery | 3,338 | 2,559 | |
Construction in progress | - | 3,413 | |
Furniture and fixtures | 138 | 953 | |
Motor vehicles | 5,276 | 183 | |
Total | 8,752 | 7,108 | |
20
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
Non-HKFRS Adjusted Net Profit for the Period
To supplement our unaudited consolidated statement of profit or loss and other comprehensive income which is presented in accordance with the Hong Kong Financial Reporting Standards ("HKFRSs"), we also use adjusted net profit as a non-HKFRS measure, which is not required by, or presented in accordance with, HKFRSs. We believe that the presentation of non-HKFRS measure when shown in conjunction with the corresponding HKFRS measures provides useful information to investors and management in facilitating a comparison of our operating performance from period to period by eliminating potential impacts of certain non-operational or one-off expenses that do not affect our ongoing operating performance, including share-based payment expenses and listing expenses. Such non-HKFRS measure allows investors to consider metrics used by our management in evaluating our performance.
The following table shows our adjusted net profit for the Reporting Period and its reconciliation to profit for the periods indicated:
Six months ended June 30, | ||
2020 | 2019 | |
RMB' 000 | ||
Profit for the period | 89,596 | 130,653 |
Add: | ||
Listing expenses | 32,135 | - |
Share-based payment expenses | 15,593 | - |
Non-HKFRS adjusted net profit for the period | 137,324 | 130,653 |
Notes:
- Share-basedpayment expenses are non-operational expenses arising from granting RSUs and Pre-IPO Share Options to selected management members, the amount of which may not directly correlate with the underlying performance of our business operations, and is also affected by non-operating performance related factors that are not closely or directly related to our business activities.
- Listing expenses are one-off expenses in relation to the Listing. We recorded all of the listing expenses in the Reporting Period.
The use of the non-HKFRS measures has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for or superior to analysis of, our results of operations or financial condition as reported under HKFRSs. In addition, the non-HKFRS financial measure may be defined differently from similar terms used by other companies and therefore may not be comparable to similar measures presented by other companies.
Borrowings
As of June 30, 2020, we did not have any outstanding bank loans and other borrowings. We monitor capital using a gearing ratio, which is debt divided by total assets. Debt includes trade payables, other payables and accruals. As of June 30, 2020, the gearing ratio of the Group was 3.4% (as of December 31, 2019: 7.1%).
Contingent Liabilities
As of June 30, 2020, we did not have any outstanding contingent liabilities.
Charge of Assets/Pledge of Assets
As of June 30, 2020, we did not have any charge of assets or pledge of assets.
21
Kangji Medical Holdings Limited | Interim Report 2020
Management Discussion and Analysis
Significant Investments
As of June 30, 2020, we did not hold any significant investments in the equity interests of any other companies.
Future Plans for Material Investments and Capital Assets
As of June 30, 2020, we did not have any plan for material investments and capital assets.
Employee and Remuneration Policy
As of date of this report, the Group had 640 employees (June 30, 2019: 590 employees). Total staff remuneration expenses including Directors' remuneration and share-based payment expenses for the six months ended June 30, 2020 amounted to RMB37.2 million (for the six months ended June 30, 2019: RMB19.1 million).
The remuneration of directors and senior management is determined with reference to the salaries of comparable companies and their experience, duties and performance. The remuneration of other employees is determined with reference to performance, skills, qualifications and experience of the staff concerned and in accordance with the prevailing industry practice.
In recognition of the contributions of our Directors, senior management and employees and to incentivize them to further promote our development, the Company adopted the Pre-IPO Share Option Plan and the RSU Plan on May 6, 2020. A platform has been established for holding the incentive Shares to be awarded to the grantees under the RSU Plan. Pursuant to the terms of the Pre-IPO Share Option Plan and the RSU Plan, no grantees may exercise the options or obtain the RSUs prior to the Global Offering.
The table below sets forth the Group's employees by function as of date of this report:
Number | % of total | |
Production | 438 | 68.4 |
Research and development | 77 | 12.0 |
Sales and marketing | 47 | 7.3 |
Management and administrative | 42 | 6.6 |
Quality control | 13 | 2.0 |
Warehouse management | 19 | 3.0 |
Procurement | 4 | 0.6 |
Total | 640 | 100.0 |
22
Kangji Medical Holdings Limited | Interim Report 2020
Corporate Governance and Other Information
DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES
As of date of this report, to the best knowledge of the Directors, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares or debentures of the Company or any of our associated corporations (within the meaning of Part XV of the SFO), which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code, were as follows:
Interest in the Company
Approximate | |||
percentage of | |||
shareholding in the | |||
Number of | total issued share | ||
Name of Director/Chief Executive | Capacity/Nature of interest | ordinary shares | capital (%) |
Mr. Zhong Ming | Beneficiary of a trust (Notes 2) | 408,500,000 (L) | 32.62 (L) |
Interest of spouse (Notes 4) | 231,500,000 (L) | 18.49 (L) | |
Ms. Shentu Yinguang | Beneficiary of a trust (Notes 3) | 231,500,000 (L) | 18.49 (L) |
Interest of spouse (Notes 4) | 408,500,000 (L) | 32.62 (L) |
Notes:
- The letter "L" denotes our directors' long position in the Company's shares.
- Fortune Spring ZM B Limited is owned by Fortune Spring ZM AA Limited and Fortune Spring ZM A Limited as to 99.9% and 0.1%, respectively. Fortune Spring ZM AA Limited is wholly owned by the Fortune Spring ZM Trust, for which Credit Suisse Trust Limited serves as the trustee and Mr. Zhong Ming acts as the settlor and protector.
- Fortune Spring YG B Limited is owned by YG AA Limited and Fortune Spring YG A Limited as to 99.8% and 0.2%, respectively. YG AA Limited is wholly owned by The YG Trust, for which BOS Trustee Limited serves as the trustee, and Ms. Shentu Yinguang acts as the settlor and Mr. Zhong acts as the protector.
- Mr. Zhong Ming and Ms. Shentu Yinguang are spouses, and therefore are deemed to be interested in the Shares held by each other under the SFO.
Save as disclosed above, as of date of this report, none of the Directors or chief executive of the Company has or is deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which will be required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have taken under such provisions of the SFO); or which will be required to be recorded in the register to be kept by the Company pursuant to Section 352 of the SFO, or which will be required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.
23
Kangji Medical Holdings Limited | Interim Report 2020
Corporate Governance and Other Information
SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES
As of date of this report, to the best knowledge of the Directors, the followings are the persons, other than the Directors or chief executive of the Company, who had interests or short positions in the shares and underlying shares which would be required to be notified to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO; or as recorded in the register of interests required to be kept by the Company pursuant to Section 336 of Part XV of the SFO:
Approximate | |||||
Total number | percentage of | ||||
Name of shareholder | Capacity/Nature of interest | of shares | shareholding (%) | ||
Credit Suisse Trust Limited | Trustee of a trust (Notes 2) | 408,500,000 | (L) | 32.62 | (L) |
BOS Trustee Limited | Trustee of a trust (Notes 3) | 231,500,000 | (L) | 18.49 | (L) |
Fortune Spring ZM B Limited | Beneficial owner (Notes 2) | 408,500,000 | (L) | 32.62 | (L) |
Fortune Spring YG B Limited | Beneficial owner (Notes 3) | 231,500,000 | (L) | 18.49 | (L) |
Keyhole Holding Limited | Beneficial owner (Notes 4) | 216,190,500 | (L) | 17.26 | (L) |
LYFE Capital Fund, L.P. | Beneficial owner (Notes 5) | 65,780,000 | (L) | 5.25 | (L) |
LYFE Capital Fund-A, L.P. | Beneficial owner (Notes 5) | 10,970,000 | (L) | 0.88 | (L) |
Notes:
- The letter "L" denotes long position in the Company's shares.
- Fortune Spring ZM B Limited is owned by Fortune Spring ZM AA Limited and Fortune Spring ZM A Limited as to 99.9% and 0.1%, respectively. Fortune Spring ZM AA Limited is wholly owned by the Fortune Spring ZM Trust, for which Credit Suisse Trust Limited serves as the trustee and Mr. Zhong Ming acts as the settlor and protector.
- Fortune Spring YG B Limited is owned by YG AA Limited and Fortune Spring YG A Limited as to 99.8% and 0.2%, respectively. YG AA Limited is wholly owned by The YG Trust, for which BOS Trustee Limited serves as the trustee, and Ms. Shentu Yinguang acts as the settlor and Mr. Zhong acts as the protector.
- Each of TPG Keyhole, L.P. (as sole shareholder of Keyhole Holding Limited), TPG Asia GenPar VII, L.P. (as a general partner of TPG Keyhole, L.P.), TPG Asia GenPar VII Advisors, Inc. (as a general partner of TPG Asia GenPar VII, L.P.), TPG Holdings III, L.P. (as the sole shareholder of TPG Asia GenPar VII Advisors, Inc.), TPG Holdings III-A, L.P. (as a general partner of TPG Holdings III, L.P.), TPG Holdings III-A, Inc. (as a general partner of TPG Holdings III-A, L.P.), TPG Group Holdings (SBS), L.P. (as the sole shareholder of TPG Holdings III-A, Inc.), TPG Group Holdings (SBS) Advisors, LLC (as a general partner of TPG Group Holdings (SBS), L.P.) and TPG Group Holdings (SBS) Advisors, Inc. (as the sole shareholder of TPG Group Holdings (SBS) Advisors, LLC) is deemed to be interested in the Shares held by Keyhole Holding Limited under the SFO. TPG Group Holdings (SBS) Advisors, Inc. is controlled by Mr. David Bonderman and Mr. James G. Coulter, who disclaim beneficial ownership of the Shares held by Keyhole Holding Limited except to the extent of their pecuniary interest therein.
- LYFE Capital GP, L.P., as the general partner of LYFE Capital Fund L.P. and LYFE Capital Fund-A, L.P., is deemed to be interested in the Shares held by LYFE Capital Fund L.P. and LYFE Capital Fund-A, L.P., respectively. LYFE Capital GP, L.P. is wholly owned by LYFE Capital Management Limited and LYFE Capital Management Limited is ultimately controlled by Mr. Zhao Jin and Mr. Yu Zhengkun.
Save as disclosed above, as of date of this report, the Directors and the chief executive of the Company are not aware of any other person (other than the Directors or chief executive of the Company) who had an interest or short position in the shares or underlying shares of the Company which would be required to be notified to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or which will be required to be recorded in the register to be kept by the Company pursuant to Section 352 of the SFO.
24
Kangji Medical Holdings Limited | Interim Report 2020
Corporate Governance and Other Information
DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES
Save as disclosed in the section headed "Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures" above, at no time during the six months ended June 30, 2020 was the Company or any of its subsidiaries, a party to any arrangement that would enable the Directors to acquire benefits by means of acquisition of the shares in, or debentures of, the Company or any other body corporate, and none of the Directors or any of their spouses or children under the age of 18 were granted any right to subscribe for the equity or debt securities of the Company or any other body corporate or had exercised any such right.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
Neither the Company nor any subsidiaries of the Group purchased, redeemed or sold any of the Company's listed securities from the Listing Date to June 30, 2020.
PRE-IPO SHARE OPTION PLAN AND RSU PLAN
On May 6, 2020, the Company adopted the Pre-IPO Share Option Plan and the RSU Plan, pursuant to which the Company may grant options to subscribe for the Shares and issue certain units of Shares with restrictive rights to eligible participants subject to the terms and conditions stipulated therein. On the same day, 412 underlying Shares under the Pre-IPO Share Option Plan and a total of 2,119 underlying Shares under the RSU Plan were granted to certain management members and employees.
The Pre-IPO Share Option Plan and the RSU Plan were adopted to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to selected employees, Directors and consultants and to promote the success of the Company's business by offering these individuals an opportunity to acquire a proprietary interest in the Company.
-
Pre-IPOShare Option Plan
As of June 30, 2020, the number of shares in respect of which options had been granted under the Pre-IPO Share Option Plan was 4,120,000, representing approximately 0.33% of the shares of the Company in issue. The exercise price of the options granted under the Pre-IPO Share Option Plan is RMB6.787 per share.
The options granted under the Pre-IPO Share Option plan shall be valid for a period of six years commencing on the date that the Pre-IPO Share Option Plan is adopted and approved by the Shareholders of the Company.
Details of the options granted under the Pre-IPO Share Option Plan during the Reporting Period are set out below:
Number of | Approximate | ||||||
Exercised | Outstanding | underlying | percentage | ||||
during the | as of | Shares | of issued | ||||
Reporting | June 30, | subject to | Shares of the | ||||
Name of grantee | Position | Period | 2020 | Date of grant | Option | Vesting schedule | Company |
Ms. Frances | Chief | Nil | 4,120,000 | May 6, 2020 | 4,120,000 | 580,000 Shares upon | 0.33% |
Fang Chovanec | financial | Listing; 1,180,000 Shares on | |||||
officer | the first year anniversary of | ||||||
the vesting commencement | |||||||
date; 1,180,000 Shares | |||||||
on the second year | |||||||
anniversary of the vesting | |||||||
commencement date; | |||||||
1,180,000 Shares on the | |||||||
third year anniversary of the | |||||||
vesting commencement date |
25
Kangji Medical Holdings Limited | Interim Report 2020
Corporate Governance and Other Information
-
RSU Plan
The underlying Shares of the RSU Plan are ordinary Shares held by the Fortune Spring KangJi 1 Limited. The maximum number of RSUs that may be granted under the RSU Plan in aggregate shall be such number of Shares held or to be held by the Fortune Spring KangJi 1 Limited from time to time.
The overall limit on the number of underlying Shares to be granted under the RSU Plan is 26,810,000 Shares, which have been reserved by the Fortune Spring KangJi 1 Limited. As of June 30, 2020, 6 management team members and employees have been granted by the Board a total of 21,190,000 underlying Shares under the RSU Plan.
The RSUs granted under the RSU Plan shall be valid for a period of six years commencing on the date that the RSU Plan is adopted and approved by the Shareholders of the Company.
MATERIAL ACQUISITIONS AND DISPOSALS
During the six months ended June 30, 2020, we did not have any material acquisition and disposal of subsidiaries, associated companies or joint ventures.
USE OF PROCEEDS FROM LISTING
In connection with the Company's initial public offering, 225,397,500 ordinary shares of US$0.00001 each were issued at a price of HK$13.88 per Share for a total cash consideration, after deducting underwriting commissions and estimated fees and expenses payable by the Company in the Listing, of approximately HK$2,952.5 million (equivalent to RMB2,697.4 million). Dealings in these Shares on the Stock Exchange commenced on June 29, 2020.
Since the Listing Date and up to June 30, 2020, the net proceeds have not been applied for any use. We currently intend to apply these net proceeds for the following purposes:
Expected | |||||
Percentage | Actual usage | timeframe for | |||
Planned | of total net | up to | unutilized net | ||
Use of proceeds | applications | proceeds | June 30, 2020 | proceeds | |
(HK$ million) | (%) | (HK$ million) | |||
For expanding our production capacity and strengthen our | |||||
manufacturing capabilities, including: | |||||
to expand production capacity of our current products and | HK$273.5 | 9.8% | Nil | (i) | within the next |
further automate existing production lines, including | million | three years | |||
(i) purchasing additional machinery and equipment within | (ii) | within the next | |||
the next six years, and procuring and deploying a | five years | ||||
manufacturing execution software system; and |
- recruiting and training an additional 500 to 600 production workers.
The allocation of new production workers is subject to adjustment between our current products and pipeline products in line with market demand. We plan to utilize the allocated net proceeds in line with anticipated market demand and sales growth. Assuming a 90% utilization rate of our annual production capacity and taking into account the market demand and our development strategies, we expect that the annual production capacity of each of disposable trocars, polymer ligation clips and disposable electrocoagulation forceps, our current major types of products, to increase at a CAGR of 30% to 40% from 2019 to 2024.
26
Kangji Medical Holdings Limited | Interim Report 2020
Corporate Governance and Other Information
Expected | ||||
Percentage | Actual usage | timeframe for | ||
Planned | of total net | up to | unutilized net | |
Use of proceeds | applications | proceeds | June 30, 2020 | proceeds |
(HK$ million) | (%) | (HK$ million) | ||
to build up production capabilities for pipeline products, | HK$284.7 | 10.2 | Nil | within the next six |
including | million | years |
- constructing and renovating new facilities to be built on our unused land;
- purchasing new machinery and equipment; and
- recruiting and training an additional 200 to 300 production workers. The allocation of new production workers is subject to adjustment between our current products and pipeline products in line with market
demand.
We plan to utilize the allocated net proceeds for pipeline products in line with their launch time and market demand. We have started to prepare for building up production capabilities for disposable ultrasonic scalpels and other pipeline products to be launched in 2020 and 2021. In 2021, we plan to gradually install production lines for absorbable ligation clips and laparoscopic staplers and expand production capacity for disposable ultrasonic scalpels. After 2022, we plan to continue to scale up production capacity of new products launched since 2020 and install production lines for other new products to be launched.
For funding our R&D activities, including: | ||||
to establish an R&D center at our headquarters in order | HK$474.5 | 17.0 | Nil | within the next four |
to provide technical support for our existing products, | million | years | ||
manufacturing processes and development of our near- | ||||
commercial pipeline products, as well as two additional | ||||
R&D centers within the next four years in select first- | ||||
or second-tier cities, such as Hangzhou, Beijing and | ||||
Shenzhen, to support the development of our mid- and | ||||
long-term pipeline products and development of innovative | ||||
products in the future. | ||||
development and expansion of our product pipeline, | HK$223.3 | 8.0 | Nil | within the next five |
including advancing the development and registration of | million | to six years |
our pipeline products and exploring opportunities to acquire or in-license advanced technologies to apply to product development. We currently have nine product candidates in our pipeline, of which four candidates are in the registration process, including absorbable ligation clips, which is pending completion of clinical trials, and five candidates in earlier product design and development stage, which require substantial R&D prior to the registration process. We expect to continue to expand our product pipeline. Our pipeline products and R&D activities have and will continue to focus on multifunctional or biodegradable materials, and smart and miniaturized medical devices which involve more advanced or innovative technologies and more complex processes, and therefore require higher research and development investments.
27
Kangji Medical Holdings Limited | Interim Report 2020
Corporate Governance and Other Information
Expected | ||||||
Percentage | Actual usage | timeframe for | ||||
Planned | of total net | up to | unutilized net | |||
Use of proceeds | applications | proceeds | June 30, 2020 | proceeds | ||
(HK$ million) | (%) | (HK$ million) | ||||
For investing in our sales and marketing activities, | ||||||
including: | ||||||
to be used in our domestic sales and marketing activities, | HK$418.7 | 15.0 | Nil | (i) | within the next | |
including | million | five years | ||||
(i) | establishing a product display and training center at our | (ii) | within the next | |||
headquarters to offer clinical education and showcase | five years | |||||
products to physicians and hospitals; | (iii) within the next | |||||
(ii) | establishing a sales and marketing center at our | four to five | ||||
headquarters, and approximately 10 to 12 regional | years | |||||
sales offices in strategically selected first- or second-tier | ||||||
cities from 2021 to 2024; and | ||||||
(iii) conducting more academic promotion activities. | ||||||
to increase our overseas sales, including | HK$139.6 | 5.0 | Nil | within the next | ||
(i) | developing our overseas network of distributors by | million | three to five years | |||
expanding the overseas business team, establishing | ||||||
overseas offices, seeking collaboration opportunities | ||||||
with local sales channels and attending international | ||||||
medical conferences and industry exhibitions to | ||||||
promote our brand and products; and |
- registration of certain of our current and future products, such as disposable trocars, ligation clips, disposable ultrasonic scalpels and laparoscopic staplers in overseas jurisdictions, and conducting clinical trials if required.
For funding potential strategic investment and | ||||
acquisitions | ||||
to fund potential strategic investment and acquisitions that | HK$697.8 | 25.0 | Nil | within the next five |
could complement and expand our product portfolio and | million | years | ||
technologies, and in turn further drive our business growth. | ||||
For our working capital and general corporate purposes | HK$279.1 | 10.0 | Nil | within the next four |
million | to six years |
COMPLIANCE WITH THE MODEL CODE
The Company has adopted the Model Code as set out in Appendix 10 of the Listing Rules as the code of conduct regarding securities transactions by Directors. Having made specific enquiry by the Company, all the Directors confirmed that they have complied with the requirements as set out in the Model Code from the Listing Date to June 30, 2020.
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
The Company has adopted the code provisions of the CG Code as set out in Appendix 14 to the Listing Rules as its own code of corporate governance. The CG Code has been applicable to the Company with effect from the Listing Date and was not applicable to the Company during the Reporting Period.
28
Kangji Medical Holdings Limited | Interim Report 2020
Corporate Governance and Other Information
As of six months ended June 30, 2020, save as provisions addressed below, the Company has complied with all the applicable code provisions as set out in the CG Code contained in Appendix 14 to the Listing Rules.
Code provision A.2.1 stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual.
The chairman and chief executive officer of the Company are held by Mr. ZHONG Ming who is one of the founders of the Group and has been operating and managing the Group since its establishment.
The Board believes that Mr. ZHONG Ming can provide the Company with strong and consistent leadership that allows for effective and efficient planning and implementation of business decisions and strategies. The Board considers that vesting the roles of chairman and chief executive officer in the same person is more efficient in the direction and management of the Company and does not impair the balance of power and authority of the Board and the management of the business of the Company. The Board will review the corporate governance structure and practices from time to time and shall make necessary arrangements when the Board considers appropriate.
REVIEW BY THE AUDIT COMMITTEE
The audit committee consists of two independent non-executive Directors, Mr. CHEN Weibo (Chairman), Mr. JIANG Feng and one non-executive Director, Ms. CAI Li.
The Group's interim report for the six months ended June 30, 2020 have been reviewed by all members of the audit committee. Based on such review, the audit committee was satisfied that the Group's unaudited interim report were prepared in accordance with applicable accounting standards.
EVENTS AFTER THE END OF THE REPORTING PERIOD
Our Directors are not aware of any significant event requiring disclosure that has taken place subsequent to June 30, 2020 and up to the date of this report.
INTERIM DIVIDEND
The Board resolved not to declare any interim dividend for the six months ended June 30, 2020.
CHANGES IN INFORMATION IN RESPECT OF DIRECTORS
There has been no change in the information of the Directors required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules from the date of the Prospectus.
29
Kangji Medical Holdings Limited | Interim Report 2020
Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the six months ended 30 June
2020 | 2019 | ||
(Unaudited) | (Unaudited) | ||
Notes | RMB' 000 | RMB' 000 | |
REVENUE | 4 | 212,587 | 216,059 |
Cost of sales | (34,953) | (36,040) | |
Gross profit | 177,634 | 180,019 | |
Other income and gains | 4 | 26,791 | 12,913 |
Selling and distribution expenses | (23,207) | (17,188) | |
Administrative expenses | (54,003) | (13,531) | |
Research and development costs | (12,076) | (8,167) | |
Other expenses | (1,224) | (1,202) | |
PROFIT BEFORE TAX | 5 | 113,915 | 152,844 |
Income tax expense | 6 | (24,319) | (22,191) |
PROFIT FOR THE PERIOD | 89,596 | 130,653 | |
Attributable to: | |||
Owners of the parent | 80,742 | 83,618 | |
Non-controlling interests | 8,854 | 47,035 | |
89,596 | 130,653 | ||
OTHER COMPREHENSIVE INCOME | |||
Other comprehensive income that will not be reclassified to | |||
profit or loss in subsequent periods: | |||
Exchange differences on translation of financial statements | (1,090) | - | |
OTHER COMPREHENSIVE INCOME FOR THE PERIOD | (1,090) | - | |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 88,506 | 130,653 | |
Attributable to: | |||
Owners of the parent | 79,652 | 83,618 | |
Non-controlling interests | 8,854 | 47,035 | |
88,506 | 130,653 | ||
Earnings per share attributable to equity holders of the parent | |||
Basic | 8 | RMB11.92 cents | RMB8.14 cents |
Diluted | 8 | RMB11.82 cents | RMB8.14 cents |
30
Kangji Medical Holdings Limited | Interim Report 2020
Interim Condensed Consolidated Statement of Financial Position
30 June 2020 | 31 December 2019 | ||
(Unaudited) | (Audited) | ||
Notes | RMB' 000 | RMB' 000 | |
NON-CURRENT ASSETS | |||
Property, plant and equipment | 9 | 59,167 | 56,526 |
Prepayments for property, plant and equipment | 2,418 | - | |
Right-of-use assets | 16,821 | 17,024 | |
Intangible assets | 50 | 66 | |
Deferred tax assets | 2,054 | 1,901 | |
Total non-current assets | 80,510 | 75,517 | |
CURRENT ASSETS | |||
Inventories | 41,013 | 36,922 | |
Trade receivables | 10 | 91,135 | 73,012 |
Prepayments, other receivables and other assets | 10,626 | 5,833 | |
Financial assets at fair value through profit or loss | 15,590 | 34,910 | |
Pledged deposits | 11 | 409 | 1,440 |
Cash and cash equivalents | 11 | 2,875,880 | 565,148 |
Total current assets | 3,034,653 | 717,265 | |
CURRENT LIABILITIES | |||
Trade payables | 12 | 7,159 | 9,318 |
Other payables and accruals | 99,730 | 47,131 | |
Deferred income | 636 | 636 | |
Dividend payable | 23,635 | 188,928 | |
Due to shareholders | 14 | 304 | - |
Tax payable | 18,626 | 21,359 | |
Total current liabilities | 150,090 | 267,372 | |
NET CURRENT ASSETS | 2,884,563 | 449,893 | |
TOTAL ASSETS LESS CURRENT LIABILITIES | 2,965,073 | 525,410 | |
31
Kangji Medical Holdings Limited | Interim Report 2020
Interim Condensed Consolidated Statement of Financial Position
30 June 2020 | 31 December 2019 | ||
(Unaudited) | (Audited) | ||
Note | RMB' 000 | RMB' 000 | |
NON-CURRENT LIABILITIES | |||
Deferred income | 2,226 | 2,544 | |
Deferred tax liabilities | 2,160 | 7,406 | |
Total non-current liabilities | 4,386 | 9,950 | |
Net assets | 2,960,687 | 515,460 | |
EQUITY | |||
Equity attributable to owners of the parent | |||
Share capital | 15 | 88 | - |
Reserves | 2,960,599 | 327,228 | |
2,960,687 | 327,228 | ||
Non-controlling interests | - | 188,232 | |
Total equity | 2,960,687 | 515,460 | |
32
Kangji Medical Holdings Limited | Interim Report 2020
Interim Condensed Consolidated Statement of Changes In Equity
For the six months ended 30 June 2020 | ||||||||||
Attributable to owners of the parent | ||||||||||
Share held | ||||||||||
Share | for share- | Statutory | Exchange | Non- | ||||||
Share | premium | based | Capital | surplus | Retained | fluctuation | controlling | Total | ||
capital | account* | payments* | reserve* | reserve* | profits* | reserve* | Total | interests | equity | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
At 1 January 2020 (Audited) | - | - | - | 187,832 | 43,057 | 96,339 | - | 327,228 | 188,232 | 515,460 |
Profit for the period (Unaudited) | - | - | - | - | - | 80,742 | - | 80,742 | 8,854 | 89,596 |
Other comprehensive income | ||||||||||
for the period: | ||||||||||
Exchange differences on | ||||||||||
translation of financial | - | - | - | - | - | - | (1,090) | (1,090) | - | (1,090) |
statements (Unaudited) | ||||||||||
Total comprehensive income | - | - | - | - | - | 80,742 | (1,090) | 79,652 | 8,854 | 88,506 |
for the period (Unaudited) | ||||||||||
Capital reduction (note a) | - | - | - | (235,400) | (35,717) | (14,956) | - | (286,073) | (116,217) | (402,290) |
(Unaudited) | ||||||||||
Acquisition of non-controlling | - | - | - | 80,869 | - | - | - | 80,869 | (80,869) | - |
interests (note b) (Unaudited) | ||||||||||
Capital contribution from | ||||||||||
shareholders (note 15) | - | 79,465 | - | - | - | - | - | 79,465 | - | 79,465 |
(Unaudited) | ||||||||||
Dividend declared (note 7) | - | - | - | - | - | (65,700) | - | (65,700) | - | (65,700) |
(Unaudited) | ||||||||||
Capitalisation issue (note 15) | 72 | (70) | (2) | - | - | - | - | - | - | - |
(Unaudited) | ||||||||||
Issue of shares (note 15) | 16 | 2,858,303 | - | - | - | - | - | 2,858,319 | - | 2,858,319 |
(Unaudited) | ||||||||||
Share issue expenses (note 15) | - | (128,666) | - | - | - | - | - | (128,666) | - | (128,666) |
(Unaudited) | ||||||||||
Share-based payments (note 16) | - | - | - | 15,593 | - | - | - | 15,593 | - | 15,593 |
(Unaudited) | ||||||||||
At 30 June 2020 (Unaudited) | 88 | 2,809,032 | (2) | 48,894 | 7,340 | 96,425 | (1,090) | 2,960,687 | - | 2,960,687 |
Notes:
- As part of the reorganisation, a subsidiary of the Group, Hangzhou Kangji Medical Instrument Co., Ltd. ("Hangzhou Kangji"), reduced its registered capital, capital reserve, statutory surplus reserve and retained profits in a total amount of RMB402,290,000 on 13 March 2020.
- As part of the reorganisation, the Company acquired two subsidiaries, TPG Keyhole Success Holding Pte. Ltd. and LYFE Capital Blue Arch (Hong Kong) Limited, which were the then shareholders of Hangzhou Kangji holding 36% of equity interests in total, by way of share swap on 13 March 2020.
Attributable to owners of the parent | |||||||
Statutory | Non- | ||||||
Share | Capital | surplus | Retained | controlling | Total | ||
capital | reserve | reserve | profits | Total | interests | equity | |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
At 1 January 2019 (Audited) | - | 187,832 | 21,672 | 100,208 | 309,712 | 174,213 | 483,925 |
Profit and total comprehensive | |||||||
income for the period (Unaudited) | - | - | - | 83,618 | 83,618 | 47,035 | 130,653 |
At 30 June 2019 (Unaudited) | - | 187,832 | 21,672 | 183,826 | 393,330 | 221,248 | 614,578 |
- These reserve accounts comprise the consolidated reserves of RMB2,960,599,000 in the interim condensed consolidated statement of financial position as at 30 June 2020.
33
Kangji Medical Holdings Limited | Interim Report 2020
Interim Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June
2020 | 2019 | ||
(Unaudited) | (Unaudited) | ||
Notes | RMB' 000 | RMB' 000 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Profit before tax | 113,915 | 152,844 | |
Adjustments for: | |||
Bank interest income | 4 | (3,240) | (6,494) |
Investment income from financial assets | |||
at fair value through profit or loss | 4 | (3,297) | (890) |
Loss on disposal of items of property, plant and equipment | 5 | 100 | 2 |
Depreciation of property, plant and equipment | 3,572 | 2,968 | |
Depreciation of right-of-use assets | 203 | 208 | |
Amortisation of intangible assets | 16 | 17 | |
Impairment of trade receivables | 5 | 541 | 573 |
Recognition of deferred income | (318) | (318) | |
Share-based payment expense | 16 | 15,593 | - |
127,085 | 148,910 | ||
Increase in inventories | (4,091) | (262) | |
Increase in trade receivables | (18,664) | (34,796) | |
Increase in prepayments, other receivables and other assets | (7,812) | (1,483) | |
(Decrease)/increase in trade payables | (2,159) | 411 | |
Increase in other payables and accruals | 17,586 | 4,081 | |
Cash generated from operations | 111,945 | 116,861 | |
Interest received | 94 | 64 | |
Income tax paid | (32,451) | (12,338) | |
Net cash flows from operating activities | 79,588 | 104,587 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of items of property, plant and equipment | (8,789) | (7,108) | |
Proceeds from disposal of items of property, plant and equipment | 21 | - | |
Purchases of financial assets at fair value through profit or loss | (1,780,319) | (323,839) | |
Proceeds from disposal of financial assets | |||
at fair value through profit or loss | 1,799,639 | 273,839 | |
Investment income from financial assets at | |||
fair value through profit or loss | 3,297 | 890 | |
Decrease/(increase) in pledged time deposits | 1,031 | (4) | |
Interest received | 6,165 | 4,098 | |
Decrease/(increase) in time deposits with | |||
original maturity of over three months | 95,812 | (31,851) | |
Net cash flows from/(used in) investing activities | 116,857 | (83,975) | |
34
Kangji Medical Holdings Limited | Interim Report 2020
Interim Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June
2020 | 2019 | |
(Unaudited) | (Unaudited) | |
RMB' 000 | RMB' 000 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Capital contribution from shareholders | 37,417 | - |
Proceeds from issue of shares | 2,858,319 | - |
Share issue expenses | (94,471) | - |
Principal portion of lease payments | - | (3) |
Capital reduction | (402,290) | - |
Dividend paid | (188,928) | - |
Net cash flows from/(used in) financing activities | 2,210,047 | (3) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,406,492 | 20,609 |
Cash and cash equivalents at beginning of period | 469,336 | 64,580 |
Effect of foreign exchange rate changes, net | 52 | 440 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,875,880 | 85,629 |
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS | ||
Cash and cash equivalents as stated in the condensed | ||
consolidated statement of financial position | 2,875,880 | 405,624 |
Time deposits with original maturity of over three months | ||
when acquired | - | 319,995 |
Cash and cash equivalents as stated in the condensed | ||
consolidated statement of cash flows | 2,875,880 | 85,629 |
35
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
1. CORPORATE INFORMATION
The Company is a limited liability company incorporated in the Cayman Islands on 12 February 2020. The registered office of the Company is Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1- 1104, Cayman Islands.
The Company is an investment holding company. During the reporting period, the Company's subsidiaries were principally involved in design, development, manufacture and sale of a comprehensive suite of minimally invasive surgical instruments and accessories.
The shares of the Company were listed on the Main Board of the Stock Exchange of Hong Kong Limited (the "Stock Exchange") on 29 June 2020.
2. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES
-
BASIS OF PREPARATION
The unaudited interim condensed consolidated financial information for the six months ended 30 June 2020 have been prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting ("HKAS 34") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). The accounting policies and basis of preparation adopted in the preparation of the interim condensed consolidated financial information is consistent with those of the Group as set out in the accountants' report in appendix I to the Company's prospectus dated 16 June 2020, except for the adoption of new standards effective as of 1 January 2020 as set out below. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. - CHANGES IN ACCOUNTING POLICIES
In the period, the Group has applied, for the first time, the following revised Hong Kong Financial Reporting Standards ("HKFRSs") issued by the HKICPA that are mandatorily effective for the period.
Amendments to HKFRS 3 | Definition of a Business |
Amendments to HKFRS 9, HKAS 39 and HKFRS 7 | Interest Rate Benchmark Reform |
Amendments to HKAS 1 and HKAS 8 | Definition of Material |
The directors do not anticipate that the application of the revised HKFRSs above will have a material effect on the Group's interim condensed consolidated financial information.
3. OPERATING SEGMENT INFORMATION
For management purposes, the Group is not organised into business units based on their products and only has one reportable operating segment. Management monitors the operating results of the Group's operating segment as a whole for the purpose of making decisions about resource allocation and performance assessment.
36
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
4. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
For the six months ended 30 June
20202019
(Unaudited) (Unaudited)
RMB' 000 RMB' 000
Revenue from contracts with customers | 212,587 | 216,059 |
REVENUE FROM CONTRACTS WITH CUSTOMERS
- Disaggregated revenue information
For the six months ended 30 June | ||
2020 | 2019 | |
(Unaudited) | (Unaudited) | |
RMB' 000 | RMB' 000 | |
Type of goods or services | 212,587 | |
Sale of medical instruments | 216,059 | |
Geographical markets | 195,356 | |
Mainland China | 198,060 | |
Overseas | 17,231 | 17,999 |
212,587 | 216,059 | |
Timing of revenue recognition | 212,587 | |
Goods transferred at a point in time | 216,059 | |
- Performance obligation
Information about the Group's performance obligation is summarised below:
Sale of medical instruments
The performance obligation is satisfied upon acceptance of the goods and payment is generally due within one month, extending up to two to six months for certain customers.
37
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
4. REVENUE, OTHER INCOME AND GAINS (Continued)
An analysis of other income and gains is as follows: | ||
For the six months ended 30 June | ||
2020 | 2019 | |
(Unaudited) | (Unaudited) | |
RMB' 000 | RMB' 000 | |
Bank interest income | 3,240 | 6,494 |
Government grants* | 18,504 | 5,089 |
Investment income from financial assets | 3,297 | |
at fair value through profit or loss | 890 | |
Foreign exchange gains, net | 1,257 | 440 |
Others | 493 | - |
26,791 | 12,913 | |
- The government grants mainly represent subsidies received from the local governments for the purposes of subsidising expenses arising from research activities, reward for financial contribution and capital expenditure incurred on certain projects.
5. PROFIT BEFORE TAX
The Group's profit before tax is arrived at after charging/(crediting): | ||
For the six months ended 30 June | ||
2020 | 2019 | |
(Unaudited) | (Unaudited) | |
RMB' 000 | RMB' 000 | |
Cost of inventories sold | 34,688 | 35,719 |
Impairment of trade receivables | 541 | 573 |
Write-down of inventories to net realisable value | 265 | 321 |
Government grants | (18,504) | (5,089) |
Listing expenses | 32,135 | - |
Loss on disposal of items of property, plant and equipment | 100 | 2 |
Foreign exchange difference, net | (1,257) | (440) |
Share-based payment expense | 15,593 | - |
38
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
6. INCOME TAX
The Group is subject to income tax on an entity basis on profit arising in or derived from the jurisdictions in which members of the Group are domiciled and operate.
Pursuant to the rules and regulations of the Cayman Islands, the Company is not subject to any income tax in this jurisdiction.
Pursuant to the relevant tax law of the Hong Kong Special Administrative Region, Hong Kong profits tax has been provided at the rate of 16.5% on the estimated assessable profits arising in Hong Kong during the period.
Pursuant to the rules and regulations of Singapore, Singapore profits tax has been provided at the rate of 17% on the estimated assessable profits arising in Singapore during the period.
Pursuant to the Corporate Income Tax Law of the PRC and the respective regulations, preferential tax treatment is available to Hangzhou Kangji, since it was recognised as a High and New Technology Enterprise and was entitled to a preferential tax rate of 15% during the periods. Jiangxi Kanghuan Medical Instrument Co., Ltd., which operates in Mainland China, was identified as a Small and Micro Enterprise and was entitled to a preferential tax rate of 5% during the period.
The Group calculates the income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim condensed consolidated statement of profit or loss and other comprehensive income are:
For the six months ended 30 June | ||
2020 | 2019 | |
(Unaudited) | (Unaudited) | |
RMB' 000 | RMB' 000 | |
Current tax: | ||
Income tax charge | 22,418 | 22,255 |
Deferred tax | 1,901 | (64) |
Total tax charge for the period | 24,319 | 22,191 |
7. DIVIDENDS
On 8 April 2020, the Company declared a cash dividend of RMB65,700,000 to its shareholders, of which RMB23,635,000 has not been paid up to 30 June 2020 and this amount was fully paid in July 2020.
The Board resolved not to declare any interim dividend for the six months ended 30 June 2020 (the six months ended 30 June 2019: nil).
39
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
8. EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
The calculation of the basic earnings per share amount is based on the profit for the period attributable to owners of the parent of RMB80,742,000 (six months ended 30 June 2019: RMB83,618,000), and the weighted average number of shares of 677,202,720 shares in issue during the period, as adjusted to reflect the capitalisation issue as set out in note 15(f) (six months ended 30 June 2019: 1,026,707,319 ordinary shares, which were deemed to have been issued by way of capitalisation throughout the six months ended 30 June 2019).
The calculation of the diluted earnings per share amounts is based on the profit attributable to ordinary equity holders of the parent, the assumption that 683,378,675 shares issued and issuable, and the weighted average number of ordinary shares assumed to have been issued on the deemed exercise of all dilutive potential ordinary shares arising from share options and restricted share units ("RSUs") granted by the Company.
The calculations of basic and diluted earnings per share are based on: | ||
Six months ended 30 June | ||
2020 | 2019 | |
(Unaudited) | (Unaudited) | |
RMB' 000 | RMB' 000 | |
Earnings | ||
Profit attributable to ordinary equity holders of the parent | 80,742 | 83,618 |
Six months ended 30 June | ||
2020 | 2019 | |
(Unaudited) | (Unaudited) | |
Shares | ||
Weighted average number of ordinary shares in issue during the period | 677,202,720 | 1,026,707,319 |
Effect of dilution-weighted average number of ordinary shares arising | ||
from share options and restricted share units | 6,175,955 | - |
683,378,675 | 1,026,707,319 | |
40
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
9. PROPERTY, PLANT AND EQUIPMENT
30 June 2020 | 31 December 2019 | |
(Unaudited) | (Audited) | |
RMB' 000 | RMB' 000 | |
Carrying amount at beginning of period/year | 56,526 | 52,651 |
Additions | 6,334 | 10,277 |
Depreciation provided during the period/year | (3,572) | (6,398) |
Disposals | (121) | (4) |
Carrying amount at end of period/year | 59,167 | 56,526 |
10. TRADE RECEIVABLES
30 June 2020 | 31 December 2019 | |
(Unaudited) | (Audited) | |
RMB' 000 | RMB' 000 | |
Trade receivables | 93,828 | 75,164 |
Impairment | (2,693) | (2,152) |
91,135 | 73,012 | |
The Group's trading terms with its customers are mainly on credit. The credit period is generally one month, extending up to two to six months for certain customers. The Group seeks to maintain strict control over its outstanding receivables and overdue balances are reviewed regularly by senior management. In view of the aforementioned and the fact that the Group's trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. The Group does not hold any collateral or other credit enhancement over its trade receivable balances. Trade receivables are non-interest-bearing.
An ageing analysis of the trade receivables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows:
30 June 2020 | 31 December 2019 | |
(Unaudited) | (Audited) | |
RMB' 000 | RMB' 000 | |
Within 3 months | 75,195 | 57,993 |
3 to 6 months | 5,788 | 10,287 |
6 to 12 months | 8,633 | 3,684 |
1 to 2 years | 1,502 | 979 |
Over 2 years | 17 | 69 |
91,135 | 73,012 | |
41
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
11. CASH AND CASH EQUIVALENTS AND PLEDGED DEPOSITS
30 June 2020 | 31 December 2019 | |
(Unaudited) | (Audited) | |
RMB' 000 | RMB' 000 | |
Cash and bank balances | 2,875,880 | 388,336 |
Time deposits | 409 | 178,252 |
2,876,289 | 566,588 | |
Less: Pledged time deposits: | ||
Pledged for potential transactions on financial assets | ||
at fair value through profit or loss | (409) | (1,440) |
Cash and cash equivalents | 2,875,880 | 565,148 |
Denominated in RMB | 15,835 | 509,781 |
Denominated in HK$ | 2,765,922 | - |
Denominated in US$ | 93,510 | 54,766 |
Denominated in other currencies | 613 | 601 |
Cash and cash equivalents | 2,875,880 | 565,148 |
The RMB is not freely convertible into other currencies. However, under Mainland China's Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business.
Cash at banks earns interest at floating rates based on daily bank deposit rates. Time deposits are made for varying periods of between two weeks and twelve months depending on the immediate cash requirements of the Group, and earn interest at the respective time deposit rates. The bank balances and pledged deposits are deposited with creditworthy banks with no recent history of default.
12. TRADE PAYABLES
An ageing analysis of the trade payables as at the end of the reporting period, based on the invoice date, is as follows:
30 June 2020 | 31 December 2019 | |
(Unaudited) | (Audited) | |
RMB' 000 | RMB' 000 | |
Within 3 months | 6,945 | 9,232 |
3 to 6 months | 136 | 10 |
6 to 12 months | 5 | 3 |
Over 12 months | 73 | 73 |
7,159 | 9,318 | |
Trade payables are non-interest-bearing and are normally settled on 45-day terms.
42
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
13. COMMITMENTS
The Group had the following capital commitments as at the end of the reporting period: | ||
30 June 2020 | 31 December 2019 | |
(Unaudited) | (Audited) | |
RMB' 000 | RMB' 000 | |
Contracted, but not provided for: | ||
Buildings | - | 29 |
Plant and machinery | 1,667 | 85 |
1,667 | 114 | |
14. RELATED PARTY TRANSACTIONS
The Group's principal related parties are as follows: | |
Company | Relationship |
LYFE Capital Fund-A, L.P. | Shareholder |
ARDIAN DIRECT ASIA III L.P. | Shareholder |
Axiom Asia IV, L.P. | Shareholder |
LYFE Capital Fund, L.P. | Shareholder |
Keyhole Holding Limited | Shareholder |
- In addition to the transactions detailed elsewhere in this financial information, the Group had the following transactions with related parties during the six months ended 30 June 2020 and 2019:
For the six months ended 30 June | ||
2020 | 2019 | |
(Unaudited) | (Unaudited) | |
RMB' 000 | RMB' 000 | |
Payment on behalf of the Group | ||
LYFE Capital Fund-A, L.P. | 30 | - |
ARDIAN DIRECT ASIA III L.P. | 36 | - |
Axiom Asia IV, L.P. | 57 | - |
LYFE Capital Fund, L.P. | 183 | - |
Keyhole Holding Limited | 2,041 | - |
2,347 | - | |
The payment on behalf of the Group are certain expenses related to the reorganisation, which are unsecured, interest-free and repayable on demand.
43
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
14. RELATED PARTY TRANSACTIONS (Continued)
- Outstanding balances with related parties:
30 June 2020 | 31 December 2019 | |
(Unaudited) | (Audited) | |
RMB' 000 | RMB' 000 | |
Due to shareholders | ||
LYFE Capital Fund-A, L.P. | 30 | - |
ARDIAN DIRECT ASIA III L.P. | 35 | - |
Axiom Asia IV, L.P. | 57 | - |
LYFE Capital Fund, L.P. | 182 | - |
304 | - | |
The balance is unsecured, interest-free and has no fixed terms of repayment.
- Compensation of key management personnel of the Group:
For the six months ended 30 June | ||
2020 | 2019 | |
(Unaudited) | (Unaudited) | |
RMB' 000 | RMB' 000 | |
Short term employee benefits | 2,234 | 1,382 |
Share-based payment expense | 15,593 | - |
Total compensation paid to key management personnel | 17,827 | 1,382 |
15. SHARE CAPITAL
30 June 2020 | |
(Unaudited) | |
Authorised: | |
5,000,000,000 | |
ordinary shares of US$0.00001 each | |
US$ | 50,000 |
Issued and fully paid: | |
1,252,207,500 | |
ordinary shares of US$0.00001 each | |
US$ | 12,522 |
RMB | 88,000 |
There was no authorised and issued capital presented as at 31 December 2019 since the Company was not yet incorporated as at that date.
44
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
15. SHARE CAPITAL (Continued)
A summary of movements in the Company's issued share capital, share premium and share held for share-based payments is as follows:
Number of | Share | Share held for | |||
shares | Share | premium | share-based | ||
in issue | capital | account | payments | ||
Notes | RMB' 000 | RMB' 000 | RMB' 000 | ||
At incorporation on 12 February 2020 | (a) | 1 | - | - | - |
Issue of shares on 22 February 2020 | (b) | 63,999 | - | - | - |
Issue of shares on 13 March 2020 | (c) | 36,000 | - | - | - |
Issue of shares on 19 May 2020 | (d) | 2,681 | - | - | - |
Capital contribution from shareholders | |||||
on 20 May 2020 | (e) | - | - | 79,465 | - |
Capitalisation issue | (f) | 1,026,707,319 | 72 | (70) | (2) |
Issue of shares on 29 June 2020 | (g) | 225,397,500 | 16 | 2,858,303 | - |
Share issue expenses | - | - | (128,666) | - | |
At 30 June 2020 | 1,252,207,500 | 88 | 2,809,032 | (2) | |
- On 12 February 2020, the Company was incorporated with an authorised share capital of US$50,000 divided into 5,000,000,000 ordinary shares with par value of US$0.00001 each and one share was issued to an initial subscriber and later transferred to Fortune Spring ZM B Limited ("ZM B").
- On 22 February 2020, 38,849 and 25,150 ordinary shares were allotted and issued to ZM B and Fortune Spring YG B Limited, respectively.
- On 13 March 2020, the Company's 1,800,000,000 authorised but unissued ordinary shares were re-designated and reclassified as preferred shares of a par value of US$0.00001 each, and 36,000 preferred shares were allotted and issued in exchange of the entire equity interests of the then shareholders of Hangzhou Kangji.
- On 19 May 2020, 2,681 shares were allotted and issued to Fortune Spring KangJi 1 Limited (the "ESOP BVI") (note 16).
- As part of the reorganisation, certain shareholders re-injected capital of RMB79,465,000 in the Company on 20 May 2020.
- Pursuant to an ordinary resolution passed on 8 June 2020, a total of 1,026,707,319 shares were allotted and issued, credited as fully-paid at par, by way of capitalisation from the share premium account to the holders of shares whose names appear on the register of members of the Company on 26 June 2020 in proportion to their then respective existing shareholdings in the Company. This allotment and capitalisation issue were conditional on the share premium account being credited as a result of the issue of new shares to the public in connection with the Company's initial public offering as detailed in note (g) below.
- In connection with the Company's initial public offering, 225,397,500 ordinary shares of US$0.00001 each were issued at a price of HK$13.88 per share for a total cash consideration, before expenses, of approximately HK$3,128,517,300 (equivalent to RMB2,858,319,000). Dealings in these shares on the Stock Exchange commenced on 29 June 2020.
45
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
16. SHARE-BASED PAYMENTS
On 6 May 2020, the Company approved and adopted the restricted share unit plan (the "RSU Plan") and the Pre-IPO Share Option Plan (the "Option Plan") to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to selected employees, directors, and consultants and to promote the success of the Company's business by granting these individuals RSUs and share options.
The RSU Plan and Option Plan shall be subject to the administration of the board (the "Administrator") whose decision shall be final and binding on all parties. The board may by resolution authorise a committee comprising of any three directors to exercise any or all of its powers in administration of the RSU Plan and Option Plan.
The participants of the RSU and Option Plan (the "Participants") are the employees, directors and consultants of the Company and/or any of its subsidiaries as selected by the Administrator at its discretion.
The maximum number of underlying shares of the RSU Plan are ordinary shares held by the ESOP BVI. The maximum number of RSUs that may be granted under the RSU Plan in aggregate shall be such number of shares held or to be held by the ESOP BVI (excluding the underlying shares reserved for the Option Plan) from time to time. The maximum number of underlying shares that may be granted and sold under the Option Plan is 4,120,000 with a par value of US$0.00001 each. The number of shares that are subject to options outstanding under the Option Plan at any time shall not exceed the aggregate number of shares that then remain available for issuance under the Option Plan.
The RSU Plan and Option Plan will expire on, and no RSU and option may be granted pursuant to the RSU Plan and Option Plan thereafter, the sixth anniversary of the date that the RSU Plan and Option Plan are adopted and approved by the shareholders of the Company. In addition, the term of any RSU and option granted under the RSU Plan and Option Plan shall not exceed six years. All the granted but unvested RSUs and unexercised options shall expire on the sixth anniversary of the grant date.
RSUs granted under the RSU Plan shall only be vested at such time and upon such terms and conditions as determined by the RSU Plan and the RSU agreement and/or subject to the approval of the Administrator. No shares or cash corresponding to the granted RSUs will be issued to any Participant prior to the global offering, regardless of whether the purchase consideration has been paid or not. Options granted under the Option Plan shall only be exercisable at such time and upon such terms and conditions as may be determined by the option agreement. An exercisable option may be exercised in whole or in part. However, an option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the option agreement, a partial exercise must be with respect to a minimum number of shares.
Pursuant to the terms of the RSU Plan, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the RSUs, notwithstanding the vesting of the RSUs. The shares underlying the Option Plan shall rank pari passu in all respects with the other fully paid shares in issue.
The overall limit on the number of underlying shares to be granted under the RSU Plan is expected to be 26,810,000 shares, which have been reserved by the ESOP BVI. No additional shares will be issued by the Company under the RSU Plan upon or after the global offering. The overall limit on the number of shares to be issued under the Option Plan is 4,120,000 shares, representing approximately 0.33% of the total issued shares.
46
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
16. SHARE-BASED PAYMENTS (Continued)
(a) Movements in the number of RSUs during the period are as follows:
Number of RSUs | |
Outstanding at 1 January 2019, 31 December 2019 and 1 January 2020 | - |
Granted during the period | 21,190,000 |
Outstanding at 30 June 2020 | 21,190,000 |
- Movements in the number of options outstanding and their related weighted average exercise prices are as follows:
Number of | Weighted average | |
options | exercise price | |
RMB | ||
Outstanding at 1 January 2019, 31 December 2019 | ||
and 1 January 2020 | - | - |
Granted during the period | 4,120,000 | 6.787 |
Outstanding at 30 June 2020 | 4,120,000 | 6.787 |
The fair value of the RSUs and options granted during the period was RMB22,673,000, of which the Group recognised a share-based payment expense of RMB15,593,000 (the six months ended 30 June 2019: nil).
The fair value of the RSUs and options granted during the period were estimated as at the date of grant using a binomial model, taking into account the terms and conditions upon which the RSUs and options were granted. The following table lists the inputs to the model used:
RSUs | options | |
Dividend yield (%) | 0.00 | 0.00 |
Expected volatility (%) | 43.00 | 37.00 |
Risk-free interest rate (%) | 0.46 | 0.58 |
Forfeiture rate (%) | 10.00 | 10.00 |
47
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
17. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at 30 June 2020 and 31 December 2019 are as follows:
AS AT 30 JUNE 2020 (UNAUDITED)
Financial assets
Financial | Financial | ||
assets at fair | assets at | ||
value through | amortised | ||
profit or loss | cost | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | |
Trade receivables | - | 91,135 | 91,135 |
Financial assets included in prepayments, | |||
other receivables and other assets | - | 795 | 795 |
Financial assets at fair value through profit or loss | 15,590 | - | 15,590 |
Pledged deposits | - | 409 | 409 |
Cash and cash equivalents | - | 2,875,880 | 2,875,880 |
15,590 | 2,968,219 | 2,983,809 | |
Financial liabilities
Financial liabilities | |
at amortised cost | |
RMB' 000 | |
Trade payables | 7,159 |
Financial liabilities included in other payables and accruals | 78,002 |
Due to shareholders | 304 |
Dividend payable | 23,635 |
109,100 | |
48
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
17. FINANCIAL INSTRUMENTS BY CATEGORY (Continued)
The carrying amounts of each of the categories of financial instruments as at 30 June 2020 and 31 December 2019 are as follows: (continued)
AS AT 31 DECEMBER 2019 (AUDITED)
Financial assets
Financial | Financial | ||
assets at fair | assets at | ||
value through | amortised | ||
profit or loss | cost | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | |
Trade receivables | - | 73,012 | 73,012 |
Financial assets included in prepayments, | |||
other receivables and other assets | - | 3,331 | 3,331 |
Financial assets at fair value through profit or loss | 34,910 | - | 34,910 |
Pledged deposits | - | 1,440 | 1,440 |
Cash and cash equivalents | - | 565,148 | 565,148 |
34,910 | 642,931 | 677,841 | |
Financial liabilities
Financial liabilities | |
at amortised cost | |
RMB' 000 | |
Trade payables | 9,318 |
Financial liabilities included in other payables and accruals | 27,525 |
Dividend payable | 188,928 |
225,771 | |
49
Kangji Medical Holdings Limited | Interim Report 2020
Notes to the Interim Condensed Consolidated Financial Information
18. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and cash equivalents, pledged deposits, trade receivables, trade payables, financial assets included in prepayments, other receivables and other assets, financial liabilities included in other payables and accruals, due to shareholders and dividend payable approximate to their carrying amounts largely due to the short-term maturities of these instruments.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The Group invests in unlisted investments, which represent certain financial products issued by commercial banks in Mainland China. The Group has estimated the fair value of these unlisted investments by using the valuation technique based on the sum of principal and interest receivable.
The following tables illustrate the fair value measurement hierarchy of the Group's financial instruments:
ASSETS MEASURED AT FAIR VALUE:
As at 30 June 2020 (Unaudited)
Fair value measurement using | |||||
Quoted prices | Significant | Significant | |||
in active | observable | unobservable | |||
markets | inputs | inputs | |||
(Level 1) | (Level 2) | (Level 3) | Total | ||
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | ||
Financial assets at fair value through profit or loss | - | 15,590 | - | 15,590 | |
As at 31 December 2019 (Audited)
Fair value measurement using | ||||
Quoted prices | Significant | Significant | ||
in active | observable | unobservable | ||
markets | inputs | inputs | ||
(Level 1) | (Level 2) | (Level 3) | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
Financial assets at fair value through profit or loss | - | 34,910 | - | 34,910 |
The Group did not have any financial liabilities measured at fair value as at the end of the reporting period.
During the reporting period, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities.
19. APPROVAL OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The interim condensed consolidated financial information was approved and authorised for issue by the board of directors on 25 August 2020.
50
"Audit Committee"
"Board of Directors" or "Board" "CAGR"
"CDE" "CG Code"
"China," "mainland China" or "PRC"
"Company"
"COVID-19"
"Director(s)"
"FVTPL"
"GFA"
"Group"
"Hangzhou Kangji"
"HK$" or "HK Dollars" "HKFRS"
"Hong Kong" "IPO"
"Jiangxi Kanghuan"
"KOLs"
"Listing"
Kangji Medical Holdings Limited | Interim Report 2020
Definitions
the audit committee of the Board
the board of directors of our Company
compound annual growth rate
the Center for Drug Evaluation of NMPA (國家藥品監督管理局藥品審評中心)
Corporate Governance Code and Corporate Governance Report
People's Republic of China, excluding, for the purposes of this report and for geographical reference only and except where the context requires otherwise, Hong Kong, Macau and Taiwan
Kangji Medical Holdings Limited (康基醫療控股有限公司), a company incorporated under the laws of the Cayman Islands with limited liability on February 12, 2020, and, except where the context otherwise requires, all of its subsidiaries
an infectious disease caused by a newly discovered coronavirus (severe acute respiratory syndrome coronavirus 2)
the directors of our Company, including all executive, non-executive and independent non-executive directors
fair value through profit or loss
gross floor area
our Company and all of its subsidiaries or, where the context so requires, in respect of the period before our Company became the holding company of its present subsidiaries, the businesses operated by such subsidiaries or their predecessors (as the case may be)
Hangzhou Kangji Medical Instrument Ltd. (杭州康基醫療器械有限公司), a limited liability company established in the PRC on August 24, 2004
Hong Kong dollars, the lawful currency of Hong Kong
Hong Kong Financial Reporting Standards
the Hong Kong Special Administrative Region of the PRC
initial public offering
Jiangxi Kanghuan Medical Instrument Co., Ltd. (江西省康歡醫療器械有限公司), a limited liability company established in the PRC on May 22, 2017
key opinion leader(s)
the listing of the Shares on the Main Board of the Stock Exchange on June 29, 2020
51
Kangji Medical Holdings Limited | Interim Report 2020
Definitions
"Listing Date" | June 29, 2020, being the date on which dealings in our Shares first commenced on |
the Main Board | |
"Listing Rules" | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong |
Limited, as amended or supplemented from time to time | |
"Main Board" | the stock exchange (excluding the option market) operated by the Stock Exchange |
which is independent from and operated in parallel with the Growth Enterprise Market | |
of the Stock Exchange. For the avoidance of doubt, the Main Board excludes the | |
Growth Enterprise Market of the Stock Exchange | |
"MISIA" | minimally invasive surgical instruments and accessories |
"Model Code" | the Model Code for Securities Transactions by Directors of Listed Issuers contained in |
Appendix 10 to the Listing Rules | |
"NMPA" | National Medical Products Administration (國家藥品監督管理局), the successor of |
the CFDA and the SFDA | |
"OBGYN" | obstetrics and gynecology |
"ODM" | original design manufacture |
"Pre-IPO Share Option Plan" | the employees' share incentive plan of the Company as adopted on May 6, 2020. |
"R&D" | research and development |
"RAT" | robotic assisted technology |
"Renminbi" or "RMB" | the lawful currency of the PRC |
"Reporting Period" | the six-month period from January 1, 2020 to June 30, 2020 |
"RSU(s)" | restricted share unit(s) |
"RSU Plan" | the restricted share unit plan of the Company as adopted on May 6, 2020 |
"SFO" | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as |
amended, supplemented or otherwise modified from time to time | |
"Share(s)" | ordinary shares in the share capital of our Company of US$0.00001 each |
"Shareholder(s)" | holder(s) of our Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited, a wholly owned subsidiary of Hong Kong |
Exchange and Clearing Limited | |
"Substantial Shareholder(s)" | has the meaning ascribed to it under the Listing Rules |
"U.S." or "United States" | the United States of America, its territories, its possessions and all areas subject to its |
jurisdiction |
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Kangji Medical Holdings Ltd. published this content on 21 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 September 2020 04:09:05 UTC