Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document and Entity Information | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Trading Symbol | AIH |
Entity Registrant Name | Aesthetic Medical International Holdings Group Ltd |
Entity Central Index Key | 0001757143 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Common Stock, Shares Outstanding | 70,838,671 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Revenue | ¥ 869,050 | ¥ 761,306 | ¥ 697,396 |
Cost of sales and services rendered | (275,948) | (258,567) | (234,522) |
Gross profit | 593,102 | 502,739 | 462,874 |
Selling expenses | (413,068) | (333,526) | (300,362) |
General and administrative expenses | (196,329) | (115,485) | (92,836) |
Finance income | 388 | 322 | 868 |
Finance costs | (24,293) | (9,244) | (6,581) |
Other gains, net | 18,669 | 12,118 | 9,334 |
Fair value (loss)/gain of convertible redeemable preferred shares | 136,656 | (226,248) | (85,461) |
Fair value loss of convertible note | (5,193) | (9,152) | (1,283) |
Fair value (loss)/gain of exchangeable note liabilities | 45,274 | (56,925) | (38,307) |
Fair value (loss)/gain of derivative financial instrument | 301 | (301) | |
Goodwill impairment | (1,405) | ||
Share of (losses)/profits of investments accounted for using the equity method | (1,738) | 1,730 | (1,415) |
(Loss)/profit before income tax | 152,364 | (233,972) | (53,169) |
Income tax expense | (14,036) | (18,508) | (19,260) |
(Loss)/profit for the year | 138,328 | (252,480) | (72,429) |
Items that may be subsequently reclassified to profit or loss | |||
Currency translation differences | 672 | 1,088 | (215) |
Total other comprehensive (loss)/income for the year, net of tax | 672 | 1,088 | (215) |
Total comprehensive (loss)/income for the year | 139,000 | (251,392) | (72,644) |
(Loss)/profit attributable to: | |||
Owners of the Company | 136,309 | (255,237) | (76,675) |
Noncontrolling interests | 2,019 | 2,757 | 4,246 |
(Loss)/profit for the year | ¥ 138,328 | ¥ (252,480) | ¥ (72,429) |
(Loss)/earnings per share for (loss)/profit attributable to owners of the company (in RMB per share) | |||
Basic | ¥ 2.96 | ¥ (6.22) | ¥ (1.87) |
Diluted | ¥ (0.78) | ¥ (6.22) | ¥ (1.87) |
Total comprehensive (loss)/income attributable to: | |||
Owners of the Company | ¥ 136,981 | ¥ (254,149) | ¥ (76,890) |
Non-controlling interests | 2,019 | 2,757 | 4,246 |
Total comprehensive (loss)/income for the year | ¥ 139,000 | ¥ (251,392) | ¥ (72,644) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 |
Noncurrent assets | ||
Property, plant and equipment. | ¥ 519,323,000 | ¥ 235,028,000 |
Investment properties | 15,373,000 | 47,168,000 |
Intangible assets | 175,417,000 | 67,712,000 |
Investments accounted for using the equity method | 10,256,000 | 26,244,000 |
Prepayments and deposits | 42,298,000 | 5,166,000 |
Deferred income tax assets | 19,774,000 | 12,254,000 |
Total non-current assets | 782,441,000 | 393,572,000 |
Current assets | ||
Inventories | 26,120,000 | 21,143,000 |
Trade Receivables | 9,705,000 | 10,760,000 |
Other receivables, deposits and prepayments | 71,278,000 | 89,480,000 |
Amounts due from related parties | 3,101,000 | 55,354,000 |
Cash and cash equivalents | 154,490,000 | 101,886,000 |
Total | 264,694,000 | 278,623,000 |
Assets heldforsale | 4,344,000 | |
Total current assets | 264,694,000 | 282,967,000 |
Total assets | 1,047,135,000 | 676,539,000 |
Equity attributable to owners of the Company | ||
Share capital | 469,000 | 265,000 |
Treasury shares | (41,000) | |
Accumulated losses | (242,232,000) | (373,920,000) |
Other reserves | 789,285,000 | 95,245,000 |
Total equity attributable to owners of parent | 547,481,000 | (278,410,000) |
Noncontrolling interests | 43,117,000 | 29,054,000 |
Total (deficit)/equity | 590,598,000 | (249,356,000) |
Noncurrent liabilities | ||
Borrowings | 12,917,000 | 19,876,000 |
Lease liabilities | 165,615,000 | |
Convertible redeemable preferred shares | 476,112,000 | |
Convertible note | 70,598,000 | |
Exchangeable note liabilities | 185,745,000 | |
Derivative financial instrument | 301,000 | |
Deferred income tax liabilities | 12,703,000 | 1,971,000 |
Total non-current liabilities | 191,235,000 | 754,603,000 |
Current liabilities | ||
Trade payables | 17,017,000 | 14,356,000 |
Accruals, other payables and provisions | 58,439,000 | 57,992,000 |
Amounts due to related parties | 626,000 | 218,000 |
Contract liabilities | 5,542,000 | 5,996,000 |
Borrowings | 127,470,000 | 77,130,000 |
Lease liabilities | 36,266,000 | |
Current income tax liabilities | 19,942,000 | 13,611,000 |
Total | 265,302,000 | 169,303,000 |
Liabilities heldforsale | 1,989,000 | |
Total current liabilities | 265,302,000 | 171,292,000 |
Total liabilities | 456,537,000 | 925,895,000 |
Total equity and liabilities | ¥ 1,047,135,000 | ¥ 676,539,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CNY (¥) ¥ in Thousands | Share capital | Treasury shares | Reserves | Accumulated losses | Attributable to owners of the Company | Non-controlling interests | Total |
Balance at the beginning at Dec. 31, 2016 | ¥ 259 | ¥ 62,363 | ¥ (32,715) | ¥ 29,907 | ¥ 19,094 | ¥ 49,001 | |
Profit (loss) for the year | (76,675) | (76,675) | 4,246 | (72,429) | |||
Currency translation differences | (215) | (215) | (215) | ||||
Total comprehensive loss/ income for the year | (215) | (76,675) | (76,890) | 4,246 | (72,644) | ||
Transactions with owners | |||||||
Transfer to statutory reserve | 5,475 | (5,475) | |||||
Transactions with noncontrolling shareholders (Note 32) | 118 | 118 | (988) | (870) | |||
Capital contributions from non-controlling interests | 1,720 | 1,720 | |||||
Business combinations (Note 30) | 5,049 | 5,049 | |||||
Disposal of a subsidiary due to loss of control | (1,057) | 1,057 | (1,279) | (1,279) | |||
Dividend to noncontrolling shareholders | (3,217) | (3,217) | |||||
Total transactions with owners | 4,536 | (4,418) | 118 | 1,285 | 1,403 | ||
Balance at the end at Dec. 31, 2017 | 259 | 66,684 | (113,808) | (46,865) | 24,625 | (22,240) | |
Profit (loss) for the year | (255,237) | (255,237) | 2,757 | (252,480) | |||
Currency translation differences | 1,088 | 1,088 | 1,088 | ||||
Total comprehensive loss/ income for the year | 1,088 | (255,237) | (254,149) | 2,757 | (251,392) | ||
Transactions with owners | |||||||
Transfer to statutory reserve | 4,875 | (4,875) | |||||
Transactions with noncontrolling shareholders (Note 32) | (3,079) | (3,079) | 2,308 | (771) | |||
Capital contributions from non-controlling interests | 1,620 | 1,620 | |||||
Disposal of a subsidiary due to loss of control | (17) | (17) | 85 | 68 | |||
Dividend to noncontrolling shareholders | (2,341) | (2,341) | |||||
Issuance of shares | 6 | 25,694 | 25,700 | 25,700 | |||
Total transactions with owners | 6 | 27,473 | (4,875) | 22,604 | 1,672 | 24,276 | |
Balance at the end at Dec. 31, 2018 | 265 | 95,245 | (373,920) | (278,410) | 29,054 | (249,356) | |
Profit (loss) for the year | 136,309 | 136,309 | 2,019 | 138,328 | |||
Currency translation differences | 672 | 672 | 672 | ||||
Total comprehensive loss/ income for the year | 672 | 136,309 | 136,981 | 2,019 | 139,000 | ||
Transactions with owners | |||||||
Transfer to statutory reserve | 4,621 | (4,621) | |||||
Transactions with noncontrolling shareholders (Note 32) | (5,248) | (5,248) | (2,576) | (7,824) | |||
Capital contributions from non-controlling interests | 2,793 | 2,793 | |||||
Issuance of shares held as treasury shares (Note 32), Nominal value | 41 | ¥ (41) | |||||
Share-based payment | 47,788 | 47,788 | 47,788 | ||||
Business combinations (Note 30) | 18,143 | 18,143 | |||||
Disposal of a subsidiary due to loss of control | (2,541) | (2,541) | |||||
Dividend to noncontrolling shareholders | (3,775) | (3,775) | |||||
Issuance of shares | 53 | 211,906 | 211,959 | 211,959 | |||
Transaction costs related to issuance of shares upon initial public offering | (45,516) | (45,516) | (45,516) | ||||
Conversion of Series A Preferred Shares and exchangeable note upon initial public offering (Note 26 and 28) | 110 | 479,817 | 479,927 | 479,927 | |||
Total transactions with owners | 204 | (41) | 693,368 | (4,621) | 688,910 | 12,044 | 700,954 |
Balance at the end at Dec. 31, 2019 | ¥ 469 | ¥ (41) | ¥ 789,285 | ¥ (242,232) | ¥ 547,481 | ¥ 43,117 | ¥ 590,598 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Cash generated from operations | ¥ 100,695 | ¥ 29,864 | ¥ 97,791 |
Income tax paid | (13,934) | (24,970) | (20,812) |
Net cash generated from operating activities | 86,761 | 4,894 | 76,979 |
Cash flows from investing activities | |||
Net cash used in business combinations | (28,880) | (2,978) | (29,600) |
Proceeds from disposal of property, plant and equipment | 23 | ||
Purchase of property, plant and equipment | (69,112) | (45,516) | (47,496) |
Purchase of investment properties | (31,452) | ||
Purchase of intangible assets | (6,886) | (733) | (162) |
Deposit of long term investment | (31,231) | ||
Repayment of long term investment | 6,791 | ||
Decrease in pledged bank deposits | 20,000 | ||
Investment in associates | (18,306) | ||
Balances with related parties | 13,154 | ||
Interest income received | 388 | 322 | 868 |
Dividend received from an associate | 3,225 | ||
Proceeds from disposal of subsidiaries | 1,604 | 927 | 5,501 |
Net cash used in investing activities | (114,172) | (76,182) | (69,195) |
Cash flows from financing activities | |||
Proceeds from borrowings | 139,765 | 108,620 | 46,000 |
Repayment of borrowings | (103,865) | (57,881) | (65,239) |
Repayment of lease liabilities | (49,691) | ||
Acquisition of further interests in subsidiaries from non-controlling shareholders | (1,290) | ||
Disposal of interest in subsidiaries without loss of control | 420 | ||
Interest paid | (11,786) | (8,977) | (6,581) |
Capital contribution from noncontrolling interests | 2,793 | 1,620 | 1,720 |
Dividends paid to noncontrolling interests | (3,775) | (2,341) | (3,217) |
Issuance of shares, net | 181,911 | 25,700 | |
Repayment of convertible note | (75,791) | ||
Net cash generated (used in)/from financing activities | 79,561 | 66,741 | (28,187) |
Net (decrease)/increase in cash and cash equivalents | 52,150 | (4,547) | (20,403) |
Cash and cash equivalents at beginning of the year | 102,547 | 106,006 | 129,626 |
Cash and cash equivalents at beginning of the year - Balance sheet | 101,886 | 105,345 | |
Effect of changes in foreign exchange rates | 454 | 1,088 | (3,217) |
Cash and cash equivalents at end of the year | 154,490 | 102,547 | 106,006 |
Cash and cash equivalents at end of the year - Balance sheet | ¥ 154,490 | ¥ 101,886 | ¥ 105,345 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - Cash Reconciliation - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Analysis of the balances of cash and cash equivalents at 31 December | ||||
Bank and cash balances | ¥ 154,490 | ¥ 102,547 | ¥ 106,006 | ¥ 129,626 |
Less: Assets held-for-sale | (661) | (661) | ||
Cash and cash equivalents | ¥ 154,490 | ¥ 101,886 | ¥ 105,345 |
General information
General information | 12 Months Ended |
Dec. 31, 2019 | |
General information | |
General information | 1 General information Aesthetic Medical International Holdings Group Limited (the “Company”) was incorporated in the Cayman Islands on 27 May 2011 as an exempted company with limited liability under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The address of its registered office is Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. Pursuant to a shareholders’ resolution passed on 16 March 2015, English name of the Company changed from “Pengai Hospital Management Corporation” to “Pengai Aesthetic Medical Group”. Pursuant to a special resolution passed on 12 April 2017, English name of the Company changed from “Pengai Aesthetic Medical Group” to “China Aesthetic Healthcare Group”. Pursuant to a special resolution passed on 13 July 2018, English name of the Company changed from “China Aesthetic Healthcare Group” to “Aesthetic Medical International Holdings Group Limited”. The principal activities of the Company and its subsidiaries (together, the “Group”) are engaged in the provision of non-surgical aesthetic medical services, surgical aesthetic medical services, other aesthetic medical services and general healthcare services in the People’s Republic of China (the “PRC”). The principal activities of the subsidiaries are set out in Note 37. The Company successfully completed its initial public offering and listing of American Depositary Shares (“ADSs”) on the NASDAQ Global Market in October, 2019, and raised net proceeds of US$27,600,000 from the offering. Each ADS represents three ordinary share. These consolidated financial statement are presented in Renminbi (“RMB”) and rounded to the nearest thousand yuan, unless otherwise stated. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of preparation The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. These consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of convertible redeemable preferred shares (“Series A Preferred Shares”), convertible note, exchangeable note liabilities and derivative financial instrument, which were carried at fair value. Since early 2020, there was an outbreak of a novel of coronavirus, later named COVID-19, in China, which has spread rapidly to many parts of the world. In response to the outbreak and to contain the spread of COVID-19, the Chinese government took a number of actions, which included extending the Chinese New Year holiday, quarantine measures, travel restrictions and other actions. The Group temporarily shut down its aesthetic treatment centers in February and March 2020. By the end of March 2020, the Group had resumed business operation of all of its aesthetic treatment centers. Although the Group is in compliance with the requirements of local governments and puts health and safety in top priority, if any of the Group's employees or visiting customers is, or is suspected to be, infected with COVID-19, or exposed to confirmed patients of COVID-19, such person and the close contacts will be subject to quarantine requirements. This might expose the Group's customers, employees and their families to health and safety risks, and might lead to shortage of qualified personnel, or even temporary suspension of operation of the relevant aesthetic treatment center. The Group estimates its revenue for the first quarter of 2020 to decrease approximately by 50% as compared with the revenue of the first quarter of 2019. The Group is currently uncertain about the recovery of its business in the second quarter of 2020 but expects the market demand for aesthetic medical services may continue to be depressed. Although the current circumstances are dynamic and the impacts of COVID-19 on the Group’s business operations for the remaining period of 2020 are highly uncertain and cannot be reasonably estimated at this time, the Group anticipates COVID-19 will have a material adverse impact on its business, results of operations, financial condition and cash flows with potential continuing impact on the remainder periods in 2020. The Group anticipates that a reduction in revenue will result in reduction in cash flow generated from operations. The Group evaluates its financial and cash flow positions from time to time and intends to mitigate liquidity risk by implementing operational measures such as costs cutting and drawing down of unutilized borrowing facilities. Due to the aforementioned impact of COVID-19 and the RMB608,000 net current liabilities position of the Group as of 31 December 2019, the directors of the Company have prepared a cash flow forecast and considered the Group’s cash flows from future operations and available borrowing facilities to conclude that the Group has sufficient resources in the coming twelve months after the issuance date of this consolidated financial statements. Accordingly, the Group’s consolidated financial statements have been prepared on a going concern basis. The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4. 2.2 Changes in accounting policy and disclosures 2.2.1 New standards and amendments to standards adopted by the Group The following new standards and amendments to standards are mandatory for accounting periods beginning on or after 1 January 2019. Except described below, the adoption of these new standards and amendments to standards does not have significant impact to the results and financial position of the Group: IFRS 16 Leases Amendments to IFRS 9 Prepayment Features with Negative Compensation Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures IFRS Standards 2015 – 2017 Cycle Annual improvements Amendments to IAS 19 Plan Amendment, Curtailment or Settlement IFRIC – Int 23 Uncertainty over Income Tax Treatments IFRS 16 IFRS 16 has resulted in almost all leases being recognised on the statement of financial position, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The Group has adopted IFRS 16 from 1 January 2019 and has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening consolidated balance sheet on 1 January 2019. On adoption of IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 “Leases”. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 6.67%. In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard: · applying a single discount rate to a portfolio of leases with reasonably similar characteristics; · relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review – there were no onerous contracts as at 1 January 2019; and · accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases; The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made applying IAS 17 and Interpretation 4 Determining whether an Arrangement contains a Lease. As at 1 January 2019 RMB’000 Operating lease commitments disclosed at 31 December 2018 201,286 Discounted using lessee's incremental borrowing rate as of 1 January 2019 133,695 Less: short-term leases recognised on a straight-line basis as expense (588) Less: low value leases recognised on a straight-line basis as expense — Lease liabilities recognised as at 1 January 2019 133,107 Analysed into: Current lease liabilities 24,329 Non-current lease liabilities 108,778 133,107 The associated right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to the lease recognised in the consolidated balance sheet. The change in accounting policy affected the following items on the consolidated balance sheet on 1 January 2019: a. Lease liabilities increased by approximately RMB133,107,000 b. Other receivables decreased by approximately RMB4,821,000 c. Right-of-use assets increased by approximately RMB137,928,000 Right-of-use assets mainly represent hospitals and office premises leased by the Group. 2.2.2 New standards, amendments to standards and interpretations not yet adopted The following are new standards, amendments to standards and interpretations which have been issued but are not effective and have not been early adopted. The Group plans to adopt these new standards, amendments to standards and interpretations when they become effective: Effective for accounting periods beginning on or after IFRS 3 Definition of business 1 January 2020 Amendments to IAS 1 and IAS 8 Definition of material 1 January 2020 Conceptual Framework for Financial Reporting 2018 Revised Conceptual Framework for Financial Reporting 1 January 2020 IFRS 17 Insurance Contract 1 January 2022 Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture To be determined The Group will adopt the above new or revised standards, amendments and interpretations to existing standards as and when they become effective. Management is in the process of assessing the impact of these standards, amendments and interpretations to existing IFRS. None of these is expected to have a significant effect on the consolidated financial statements of the Group. 2.3 Subsidiaries Consolidation A subsidiary is an entity (including a structured entity) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. (a) Business combinations As at 1 January 2019 RMB’000 Operating lease commitments disclosed at 31 December 2018 201,286 Discounted using lessee's incremental borrowing rate as of 1 January 2019 133,695 Less: short-term leases recognised on a straight-line basis as expense (588) Less: low value leases recognised on a straight-line basis as expense — Lease liabilities recognised as at 1 January 2019 133,107 Analysed into: Current lease liabilities 24,329 Non-current lease liabilities 108,778 133,107 The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non‑controlling interest in the acquiree on an acquisition‑by‑ acquisition basis. Non‑controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership interests’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other components of non‑controlling interests are measured at their acquisition date fair value, unless another measurement basis is required by IFRS. Acquisition‑related costs are expensed as incurred. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re‑measured to fair value at the acquisition date; any gains or losses arising from such re‑measurement are recognised in consolidated statement of comprehensive income. Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 in consolidated statement of comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, the amount of any non‑controlling interest in the acquiree and the acquisition‑date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non‑controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income. Intra‑group transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies. (b) Changes in ownership interests in subsidiaries without change of control Transactions with non‑controlling interests that do not result in a loss of control are accounted for as equity transactions - that is, as transactions with the owners of the subsidiary in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying amount of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non‑controlling interests are also recorded in equity. (c) Disposal of subsidiaries When the Group ceases to have control, any retained interest in the entity is re‑measured to its fair value at the date when control is lost, with the change in carrying amount recognised in consolidated statement of comprehensive income. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. It means the amounts previously recognised in other comprehensive income are reclassified to consolidated statement of comprehensive income or transferred to another category of equity as specified/permitted by applicable IFRSs. (d) Contractual arrangements with respect to equity interests in certain PRC subsidiaries Since the Industry Catalog for Guiding Foreign Investment (Revision 2015) became effective in April 2015, PRC law only allows foreign investment in PRC medical institutions through joint venture entities, and the foreign shareholding in these entities is limited to 70.0%. The Company historically held more than 70.0% equity interest in certain of its PRC subsidiaries that are medical institutions which the Company acquired or established after the effective date of the Industry Catalog for Guiding Foreign Investment (Revision 2015). The Company had decreased its shareholding to 70.0% in such PRC subsidiaries by transferring excessive equity interests to Dr. Zhou Pengwu and certain employees of the Group in 2018. In connection with such equity transfer and Dr. Zhou Pengwu’s shareholding in Shenzhen Pengai Xiuqi Aesthetic Medical Hospital Co., Ltd., Guangzhou Pengai Aesthetic Medical Hospital Co., Ltd. which he acquired from other shareholders in 2018 and 2019, the Company entered into a series of contractual arrangements (“Contractual Arrangements”) with Dr. Zhou Pengwu, Yantai Pengai Jiayan Aesthetic Medical Hospital Co., Ltd., Hangzhou Pengai Aesthetic Medical Clinic Co., Ltd., Chongqing Pengai Aesthetic Medical Hospital Co., Ltd., Changsha Pengai Aesthetic Medical Hospital Co., Ltd., Shanghai Pengai Aesthetic Medical Clinic Co., Ltd., Shenzhen Pengai Xiuqi Aesthetic Medical Hospital Co., Ltd ., Guangzhou Pengai Aesthetic Medical Hospital Co., Ltd. and Jinan Pengai Medical Aesthetic Clinic Co., Ltd. (collectively “Relevant Subsidiaries”) and Ms. Ding Wenting in 2018 and 2019 with respect to the 24.0%, 30.0%, 30.0%, 19.0%, 10.0%, 22.0%, 26.0% and 25% equity interests in the respective aforementioned Relevant Subsidiaries (“Target Equity Interests”). These Contractual Arrangements enable the Company to (i) exercise control over the Target Equity Interests in the Relevant Subsidiaries; (ii) receive economic benefits from the Target Equity Interests in Relevant Subsidiaries; and (iii) have an exclusive option to purchase all or part of the Target Equity Interests when and to the extent permitted by PRC laws. The principal terms of the Contractual Arrangements are described below: (i). Loan agreement Shenzhen Pengai Investment, as the lender, entered into certain loan agreements with Dr. Zhou Pengwu, as the borrower. Pursuant to each of these loan agreements, Shenzhen Pengai Investment agrees to extend a loan to Dr. Zhou Pengwu in an equivalent amount to the purchase price to be paid by Dr. Zhou Pengwu for acquiring the Target Equity Interests. Pursuant to each of these loan agreements, Dr. Zhou Pengwu shall repay the loan by transferring the current and future economic interest of the Target Equity Interests to Shenzhen Pengai Investment. (ii). Economic interest transfer agreement Dr. Zhou Pengwu, Shenzhen Pengai Investment and each of the Relevant Subsidiaries entered into certain economic interest transfer agreements. Pursuant to each of these economic interest transfer agreements, the economic interest in relation to the Target Equity Interests currently held and subsequently acquired by Dr. Zhou Pengwu, including but not limited to (i) incomes arising from the disposal of the Target Equity Interests (including derivative equity interest of the Target Equity Interests) under any circumstance; (ii) dividends and bonus obtained on the basis of the Target Equity Interests (including derivative equity interest of the Target Equity Interests) under any circumstance; (iii) residual assets and other economic profits allocated after the liquidation of the Relevant Subsidiaries, and (iv) any other cash income, property and economic benefit arising from the Target Equity Interests (including derivative equity interest of the Target Equity Interests), shall be transferred to Shenzhen Pengai Investment. Upon the execution of each economic interest transfer agreement, the repayment obligation of Dr. Zhou Pengwu under each loan agreement is deemed fully discharged. (iii). Exclusive option agreement Dr. Zhou Pengwu, Shenzhen Pengai Investment and each of the Relevant Subsidiaries entered into certain exclusive option agreements. Pursuant to these exclusive option agreements, Dr. Zhou Pengwu irrevocably granted Shenzhen Pengai Investment an exclusive right to purchase, or have its designated person(s) to purchase, at its discretion, all or part of his equity interest in the Relevant Subsidiaries, and the purchase price shall be the lowest price permitted by applicable PRC law. Each of Dr. Zhou Pengwu and the Relevant Subsidiaries undertakes that, among others, without the prior written consent of Shenzhen Pengai Investment, he or it shall or shall cause the Relevant Subsidiaries not to declare any dividends or distribute any residual profits, change or amend its articles of association, increase or decrease its registered capital, or change its structure of registered capital in other manners. In the event that Dr. Zhou Pengwu increases its capital injection into the Relevant Subsidiaries, Dr. Zhou Pengwu undertakes and confirms that any additional equity so acquired shall be subject to the purchase option. Unless terminated by Shenzhen Pengai Investment at its sole discretion, the exclusive option agreement will remain effective until all equity interest in the Relevant Subsidiaries held by Dr. Zhou Pengwu are transferred or assigned to Shenzhen Pengai Investment or its designated person(s). (iv). Power of attorney Pursuant to relevant power of attorney executed by Dr. Zhou Pengwu, he has irrevocably authorized Shenzhen Pengai Investment or its designated person(s) to exercise all of such shareholder’s voting and other rights associated with the Target Equity Interests in each of the Relevant Subsidiaries, including but not limited to, the right to attend shareholder meetings, the right to vote, the right to sell, transfer, pledge or dispose of the Target Equity Interests and the right to appoint legal representatives, directors and other management. The proxy agreement remains effective as long as Dr. Zhou Pengwu remains a shareholder of the Relevant Subsidiaries, unless Shenzhen Pengai Investment has given contrary written instructions. (v). Equity interest pledge agreement Dr. Zhou Pengwu as pledgor, Shenzhen Pengai Investment as pledgee, and each of the Relevant Subsidiaries entered into certain equity interest pledge agreements. Pursuant to these equity interest pledge agreements, Dr. Zhou Pengwu has pledged all of the Target Equity Interests in Relevant Subsidiaries and agreed to pledge all future equity interest in the Relevant Subsidiaries acquired by him to Shenzhen Pengai Investment to guarantee the performance by Dr. Zhou Pengwu and the Relevant Subsidiaries of their respective obligations under the loan agreement, the economic interest transfer agreement, the exclusive option agreement and the power of attorney. If the Relevant Subsidiaries or Dr. Zhou Pengwu breach any obligations under these agreements, Shenzhen Pengai Investment, as pledgee, will be entitled to dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity. Dr. Zhou Pengwu shall not permit the existence of any security interest or other encumbrance on the pledged equity interest or any portion thereof, without the prior written consent of Shenzhen Pengai Investment and the Relevant Subsidiaries shall not assent to or assist in such actions. These equity interest pledge agreements will remain effective until Dr. Zhou Pengwu discharge all the obligations under the loan agreement, the economic interest transfer agreement, the exclusive option agreement and the power of attorney and the full payment of all direct, indirect and derivative losses and losses of anticipated profits, suffered by the pledgee, incurred as a result of any breach by Dr. Zhou Pengwu or the Relevant Subsidiaries under these agreements or invalidity, revocation and termination of any of these agreements. (vi). Spousal consent letter Pursuant to relevant spousal consent letters executed by Ms. Ding Wenting, she unconditionally and irrevocably agreed that the equity interest in each of the Relevant Subsidiaries held or to be held by Dr. Zhou Pengwu and registered or to be registered in his name will be disposed of pursuant to the loan agreement, the economic interest transfer agreement, the exclusive option agreement and the power of attorney. Ms. Ding Wenting agreed not to assert any rights over the equity interest in the Relevant Subsidiaries held or to be held by Dr. Zhou Pengwu. In addition, in the event that Ms. Ding Wenting obtains any equity interest in each of the Relevant Subsidiaries for any reason, she agreed to be bound by the Contractual Arrangements. Risks in relation to the Contractual Arrangements In the opinion of the Company’s management, the Contractual Arrangements are in compliance with the current PRC laws and are legally binding and enforceable. However, uncertainties in the interpretation and enforcement of the PRC laws, regulations and policies could limit the Company’s ability to enforce these contractual arrangements. In January 2015, the Ministry of Commerce (“MOFCOM”), released for public comment a proposed PRC law, the Draft Foreign Investment Enterprises (“FIE”) Law, that appears to include contractual arrangements within the scope of entities that could be considered to be FIEs, that would be subject to restrictions under existing PRC law on foreign investment in certain categories of industry. Specifically, the Draft FIE Law introduces the concept of “actual control” for determining whether an entity is considered to be an FIE. In addition to control through direct or indirect ownership or equity, the Draft FIE Law includes control through contractual arrangements within the definition of “actual control”. If the Draft FIE Law is passed by the People’s Congress of the PRC and goes into effect in its current form, these provisions regarding control through contractual arrangements could be construed to include the Company’s contractual arrangements, and as a result, the Relevant Subsidiaries could become explicitly subject to the current restrictions on foreign investment in certain categories of industry. The Draft FIE Law includes provisions that would exempt from the definition of FIEs where the ultimate controlling shareholders are either entities organized under PRC law or individuals who are PRC citizens. The Draft FIE Law is silent as to what type of enforcement action might be taken. If the restrictions and prohibitions on FIEs included in the Draft FIE Law are enacted and enforced in their current form, the Company’s ability to use the contractual arrangements and the Company’s ability to conduct business through the contractual arrangements could be severely limited. The Company’s ability to control the Target Equity Interests in the Relevant Subsidiaries also depends on the power of attorney exercised by Shenzhen Pengai Investment to vote on all matters requiring shareholders’ approvals in the Relevant Subsidiaries. As noted above, the Company believes these power of attorney are legally binding and enforceable but may not be as effective as direct equity ownership. In addition, if the Company’s corporate structure or the contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could, within their respective jurisdictions: · revoke the Contractual Arrangements; · impose fines, confiscating the income from the Relevant Subsidiaries, or imposing other requirements with which the Company may not be able to comply; · discontinue or restrict the Company’s operations in the PRC; · impose conditions or requirements with which the Company may not be able to comply; or · take other regulatory or enforcement actions that could be harmful to the Company’s business. The imposition of any of these restrictions or actions may result in a material adverse effect on the Company’s ability to conduct its business. In addition, if the imposition of any of these restrictions causes the Company to lose the right to direct the activities of the Relevant Subsidiaries or the right to receive their economic benefits, the Company may no longer be able to consolidate the financial statements of the Relevant Subsidiaries. In the opinion of management, the likelihood of losing the benefits in respect of the Company’s current ownership structure or the contractual arrangements is remote. 2.4 Associates An associate is an entity over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the comprehensive income of the investee after the date of acquisition. The Group’s investments in associates include goodwill identified on acquisition. Upon the acquisition of the ownership interest in an associate, any difference between the cost of the associate and the Group’s share of the net fair value of the associate’s identifiable assets and liabilities is accounted for as goodwill. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate. The Group’s share of post‑acquisition profit or loss is recognised in the statement of comprehensive income, and its share of post‑acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to ‘share of profit of investments accounted for using equity method’ in the consolidated statement of comprehensive income. Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Gain or losses on dilution of equity interest in associates are recognised in the consolidated statement of comprehensive income. 2.5 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision‑maker, which is the Board of Directors. In the respective periods presented, the Company had one single operating and reportable segment, namely the provision of non‑ surgical aesthetic medical services, surgical aesthetic medical services, other aesthetic medical services and general healthcare services. As the Company’s long‑lived assets are substantially all located in the PRC and substantially all of the Company’s revenue is derived from within the PRC, no geographical information is presented. 2.6 Foreign currency translation (a) Functional and presentation currency Items included in the consolidated financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in RMB, which is the Company’s functional and the Group’s presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re‑ measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year‑end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in consolidated statement of comprehensive income. Exchange differences on Series A Preferred Shares, convertible note and exchangeable note liabilities were recorded in “fair value gain/(loss) of convertible redeemable preferred shares”, “fair value loss of convertible note” and “fair value loss of exchangeable note liabilities”, respectively. (c) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyper‑inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) assets and liabilities for each balance sheet presented are translated at the closing rate at the reporting date; (ii) income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and (iii) all resulting exchange differences are recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Curren |
Financial risk management
Financial risk management | 12 Months Ended |
Dec. 31, 2019 | |
Financial risk management | |
Financial risk management | 3 Financial risk management 3.1 Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. (a) Market risk (i) Foreign exchange risk Majority of Group companies operate in the PRC and majority of the transactions are denominated in RMB which is the Company and other Group companies’ functional currency, except for the US$ denominated Series A Preferred Shares, convertible note and exchangeable note. With all other variables held constant, if the average exchange rate of RMB against US$ had strengthened or weakened by 5%, the Group’s post‑tax results would increase or decrease by RMB3,073,000 (2018: RMB32,811,000). (ii) Credit risk The Group has no significant concentrations of credit risk. The carrying amounts of cash at banks, trade receivables, deposits and other receivables and amounts due from related parties included in the consolidated balance sheets represent the Group’s maximum exposure to credit risk in relation to its financial assets. The majority of the Group’s cash at banks are deposited in major reputable financial institutions located in the PRC. Most of the Group’s revenue are settled by cash or credit cards. Trade receivables of the Group are mainly due from financial institutions with sound financial standing. There has been no history of default in relation to these external parties. Management does not expect any losses arising from non‑performance by these counterparties. Based on the Group’s historical experiences in collection of trade receivables, other receivables and amounts due from related parties, the directors consider the Group’s credit risk of these receivables to be low. The Group considers that adequate provision for unrecoverable trade receivables, other receivables and amounts due from related parties has been made in the relevant accounting period after considering the Group’s experience in collection of trade receivables, other receivables and amounts due from related parties. Management does not expect any losses from non‑performance by these counterparties. (iii) Cash flow and fair value interest‑rate risk The Group’s income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest‑bearing assets except for cash at banks. The Group’s exposures to changes in interest rates are mainly attributable to its borrowings and loans. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash held at variable rates. At reporting date, if interest rates on borrowings had been 10 basis points higher/ lower with all other variables held constant, the Group’s post‑tax results for the year would have been RMB74,000 (2018: RMB73,000) lower/higher respectively, mainly as a result of higher/lower interest expense on floating rate borrowings. (b) Liquidity risk The Group is exposed to liquidity risk due to the impact of COVID – 19 and it had net current liabilities of RMB608,000 as at 31 December 2019. As detailed in Note 2.1, the directors of the Company concluded that the Group has sufficient financial resources to meet its financial obligations as and when they fall due in the coming twelve months after the issuance of this concolidated financial statements. Prudent liquidity management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities. The Group’s primary cash requirements have been the payments for operating expenses and purchases of fixed assets. The Group mainly finances its working capital requirements through internal resources and proceeds from bank borrowings and issuance of ordinary shares. The Group’s policy is to regularly monitor current and expected liquidity requirements to ensure it maintains sufficient cash and cash equivalents and adequate amount of committed credit facilities to meet its liquidity requirements in the short and long term. At the reporting date, the contractual undiscounted cash flows of the Group’s current financial liabilities approximate their respective carrying amounts due to their short maturities. The table below analyses the Group’s non‑derivative financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, including interest if applicable. a. Series A Preferred Shares: The maximum exposure is the 100% of the issue price, plus an amount accruing at a rate of 10% per annum and any accrued but unpaid dividends on such shares (Note 26). b. Convertible note: The maximum exposure is the 100% of the issue price, plus an amount accruing at a rate of 15% per annum and any accrued but unpaid dividends on such shares (Note 27). c. Exchangeable note liabilities: The maximum exposure is the 100% of the issue price, plus an amount accruing at a rate of 10% per annum and any accrued but unpaid dividends on such shares (Note 28). Less than Between 1 and Between 2 and After 1 year 2 years 5 years 5 years Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 31 December 2018 Series A Preferred Shares (Note 26) — 229,505 — — 229,505 Convertible note (Note 27) 4,777 90,103 — — 94,880 Exchangeable note liabilities (Note 28) — 139,889 — — 139,889 Borrowings 81,923 20,803 — — 102,726 Trade payables 14,356 — — — 14,356 Accruals and other payables (excluding accrued employee benefits, other taxes, provision and deposits received) 34,466 — — — 34,466 Amounts due to related parties 218 — — — 218 135,740 480,300 — — 616,040 At 31 December 2019 Borrowings 133,237 13,323 — — 146,560 Lease liabilities 47,919 41,331 111,294 45,945 246,489 Trade payables 17,017 — — — 17,017 Accruals and other payables (excluding accrued employee benefits, other taxes, provision and deposits received) 33,198 — — — 33,198 Amounts due to related parties 626 — — — 626 231,997 54,654 111,294 45,945 443,890 3.2 Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the dividend payments to shareholders, return capital to shareholders, issue new shares or to obtain bank borrowings. Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (include current and non‑current bank borrowings, convertible note, exchangeable note liabilities and Series A Preferred Shares as shown in the consolidated balance sheets) less cash and cash equivalents. Total capital is calculated as “equity”, as shown in the consolidated balance sheets, plus net debt. The gearing ratios at 31 December 2018 and 2019 were as follows: 2018 2019 RMB’000 RMB’000 Total borrowings 97,006 140,387 Add: Series A Preferred Shares (Note 26) 476,112 — Add: Convertible note (Note 27) 70,598 — Add: Exchangeable note liabilities (Note 28) 185,745 — Less: Cash and cash equivalents (Note 18) (101,886) (154,490) Net debt/(surplus) 727,575 (14,103) Total (deficit)/surplus (249,356) 590,598 Total capital 478,219 576,495 Gearing ratio 152.14 % N/A 3.3 Fair value estimation The table below analyses financial instruments carried at fair value as at 31 December 2018 and 2019 by level of the inputs to valuation techniques used to measure fair value. Such inputs are categorised into three levels with a fair value hierarchy as follows: · Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). · Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). · Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). The following table presents the Group’s financial liabilities that are measured at fair value as at 31 December 2018. See Note 13 for the fair value disclosure of the investment properties that are recorded under cost model. Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 As at 31 December 2018 Liabilities Financial liabilities at fair value through profit or loss — Series A Preferred Shares (Note 26) — — 476,112 476,112 — Convertible note (Note 27) — — 70,598 70,598 — Exchangeable note liabilities (Note 28) — — 185,745 185,745 — Derivative financial instrument (Note 20) — — 301 301 — — 732,756 732,756 As at 31 December 2019, all the financial instrument carried at fair value are either fully converted into ordinary shares or fully redeemed. The fair value of financial instruments that are not traded in an active market (for example, over‑ the‑counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Specific valuation techniques used to value financial instruments include: · Quoted market prices or dealer quotes for similar instruments. · Other techniques, such as discounted cash flow analysis including dividend growth model, are used to determine fair value for the remaining financial instruments. There were no significant transfers of financial assets between level 1, level 2 and level 3 fair value hierarchy classifications. The following table presents the changes in level 3 liability instrument for the year ended 31 December 2018: Series A Derivative Exchangeable Convertible Preferred financial note liabilities note Shares instrument (Note 28) (Note 27) (Note 26) (Note 20) Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Opening balance 128,820 61,446 249,864 — 440,130 Fair value as at issuance date — — — 1,199 1,199 Change in fair value 56,925 9,152 226,248 (898) 291,427 Closing balance 185,745 70,598 476,112 301 732,756 The following table presents the changes in level 3 liability instrument for the year ended 31 December 2019: Derivative Exchangeable Convertible Series A financial note liabilities note Preferred Shares instrument (Note 28) (Note 27) (Note 26) (Note 20) Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Opening balance 185,745 70,598 476,112 301 732,756 Change in fair value (45,274) 5,193 (136,656) (301) (177,038) Converted into ordinary share upon initial public offering (140,471) — (339,456) — (479,927) Repayment during the year — (75,791) — — (75,791) Closing balance — — — — — |
Critical accounting estimates a
Critical accounting estimates and judgments | 12 Months Ended |
Dec. 31, 2019 | |
Critical accounting estimates and judgments | |
Critical accounting estimates and judgments | 4 Critical accounting estimates and judgments Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. (a) Goodwill impairment assessment The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.9(a). The recoverable amounts of cash‑generating units have been determined based on value‑in‑use calculations. These calculations require the use of estimates. The value‑in‑use calculations primarily use cash flow projections based on financial budgets approved by the Board of Directors. There are a number of assumptions and estimates involved in the preparation of cash flow projections for the periods covered by the approved budgets. Key assumptions include the expected growth rates, timing of future capital expenditures and selection of discount rates to reflect the risks involved. Management prepares the financial budgets reflecting actual and prior year performance and market development expectations. (b) Purchase price allocation The application of business combination accounting requires the use of significant estimates and assumptions. The purchase method of accounting for business combinations requires the Group to estimate the fair value of assets acquired and liabilities assumed to properly allocate purchase price consideration between assets that are depreciated and amortised from goodwill. This exercise requires the use of management’s assumptions, which would not reflect unanticipated events and circumstances that may occur. (c) Fair values of Series A Preferred Shares, convertible note and exchangeable note liabilities The Series A Preferred Shares, convertible note and exchangeable note liabilities are not traded in an active market and the respective fair values are determined by using valuation techniques. The directors have used the market comparable approach to determine the underlying equity value of the Company and adopted equity allocation model to determine the fair values of the Series A Preferred Shares, convertible note and exchangeable note liabilities. (d) Estimated useful lives of property, plant and equipment The Group’s management determines the estimated useful lives and related depreciation charges for the Group’s property, plant and equipment with reference to the estimated periods that the Group intends to derive future economic benefits from the use of these assets. Management performs periodic review of the estimated useful lives of property, plant and equipment, and will revise the depreciation charges where estimated useful lives are different than those previously estimated. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Revenue | 5 Revenue 2017 2018 2019 RMB’000 RMB’000 RMB’000 Non-surgical aesthetic medical services 331,428 373,348 489,569 Surgical aesthetic medical services 239,094 313,897 319,239 General healthcare services and other aesthetic medical services 126,874 74,061 60,242 697,396 761,306 869,050 Revenue is recognised at a point in time when the respective services are rendered. All of the contract liabilities as of 31 December 2017 (RMB5,091,000) and 2018 (RMB5,996,000) were recognised as revenue in the subsequent 12‑month period. |
Expenses by nature
Expenses by nature | 12 Months Ended |
Dec. 31, 2019 | |
Expenses by nature | |
Expenses by nature | 6 Expenses by nature 2017 2018 2019 RMB’000 RMB’000 RMB’000 Employee benefit expenses (Note 7) 160,853 191,306 258,495 Advertising and marketing expenses 227,544 245,859 303,856 Cost of inventories and consumables 91,685 106,950 112,617 Operating lease rental expenses 39,216 43,432 8,986 Amortisation and depreciation 29,111 32,140 83,834 Utilities and office expenses 45,633 48,888 51,271 Travelling and entertainment expenses 13,523 15,037 28,173 Bank charges 4,347 4,059 5,158 Loss on disposal of property, plant and equipment 559 80 1,444 Legal and professional fees — 658 6,032 Other expenses 15,249 19,169 25,479 627,720 707,578 885,345 |
Employee benefit expenses
Employee benefit expenses | 12 Months Ended |
Dec. 31, 2019 | |
Employee benefit expenses | |
Employee benefit expenses | 7 Employee benefit expenses 2017 2018 2019 RMB’000 RMB’000 RMB’000 Wages and salaries 141,844 169,546 186,716 Share-based compensation expenses — — 47,788 Pension costs - defined contribution plans 9,377 12,026 12,935 Other staff welfare expenses 9,632 9,734 11,056 160,853 191,306 258,495 |
Finance income and costs
Finance income and costs | 12 Months Ended |
Dec. 31, 2019 | |
Finance income and costs | |
Finance income and costs | 8 Finance income and costs 2017 2018 2019 RMB’000 RMB’000 RMB’000 Finance costs Interest expense on bank borrowings (1,766) (4,584) (6,055) Interest expense on other borrowings — — (1,327) Interest expense on convertible note (4,815) (4,660) (4,144) Interest expense on lease liabilities — — (12,767) (6,581) (9,244) (24,293) Finance income Interest income on short-term bank deposits 868 322 388 Finance costs – net (5,713) (8,922) (23,905) |
Income tax expense
Income tax expense | 12 Months Ended |
Dec. 31, 2019 | |
Income tax expense | |
Income tax expense | 9 Income tax expense PRC corporate income tax have been provided for subsidiaries established and operating in Mainland China at the rate of 25% (2017 and 2018 : 25%) on the estimated assessable profit for the year. 2017 2018 2019 RMB’000 RMB’000 RMB’000 Current tax PRC enterprise income tax 18,713 21,073 20,393 Deferred tax Origination and reversal of temporary differences (Note 22) 547 (2,565) (6,357) Income tax expense 19,260 18,508 14,036 The taxation on the Group’s (loss)/profit before income tax differs from the theoretical amount that would arise using the taxation rate of PRC, the principal place of the Group’s operations, as follows: 2017 2018 2019 RMB’000 RMB’000 RMB’000 (Loss)/profit before income tax (53,169) (233,972) 152,364 Calculated at a taxation rate of 25% (13,292) (58,493) 38,091 Expenses not tax deductible 35,875 79,114 25,920 Income not subject to tax — (1,716) (50,693) Utilisation of previously unrecognised tax losses — (65) — Recognition of previously unrecognised temporary difference — — 384 Tax losses not recognised 366 — 2,369 Difference in overseas tax rates (146) (364) (124) Under‑provision in respect of prior years — 32 — Over‑provision in respect of prior years (3,543) — (1,727) Effect of preferential tax rates — — (184) Income tax expense 19,260 18,508 14,036 (a) Cayman Islands Income Tax The Company is incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Law of Cayman Islands and accordingly, is exempted from Cayman Islands income tax. (b) Hong Kong Profits Tax Hong Kong profits tax rate has been provided at the rate of 16.5% (2018: 16.5%) on the estimated assessable profit for each of the years ended 31 December 2017, 2018 and 2019. (c) PRC Enterprise Income Tax (“EIT”) The income tax provision of the Group in respect of operations in the PRC has been calculated at the tax rate of 25% on the estimated assessable profits for each of the year, based on the existing legislation, interpretations and practices in respect thereof. (d) Singapore Corporation income tax The income tax provision of the Group in respect of operations in the Singapore has been calculated at the tax rate of 17% on the estimated assessable profits for each of the year, based on the existing legislation, interpretations and practices in respect thereof. |
(Loss)_earnings per share
(Loss)/earnings per share | 12 Months Ended |
Dec. 31, 2019 | |
(Loss)/earnings per share | |
(Loss)/earnings per share | 10 (Loss)/earnings per share (a) Basic (loss)/earnings per share Basic earnings per share (“EPS”) is calculated by dividing the profit/(loss) attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year. (b) Diluted (loss)/earnings per share Diluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For the years ended 31 December 2017 and 2018, the Company has two categories of dilutive securities: Series A Preferred Shares and convertible note. These dilutive securities are assumed to have been converted into ordinary shares, and the net losses for the respective years are adjusted to eliminate the fair value gain or loss of these dilutive potential ordinary shares less related income tax effect. For the year ended 31 December 2019, the Company has four categories of dilutive securities: Series A Preferred Shares, convertible note, exchangeable note and share based compensation. These dilutive securities are assumed to have been converted into ordinary shares, and the net profits for the year is adjusted to eliminate the fair value gain or loss of these dilutive potential ordinary shares less related income tax effect. The following table sets forth the computation of basic and diluted (loss)/profit per share: 2017 2018 2019 RMB’000 RMB’000 RMB’000 (Note i) (Note i) (Note ii) Numerator: (Loss)/profit attributable to owners of the Company – basic (76,675) (255,237) 136,309 Reversal of fair value gain of: —Series A Preferred Shares — — (136,656) —Convertible note — — — —Exchangeable note liabilities — — (45,274) Reversal of interest expense on convertible note — — — Share based compensation — — — (Loss)/profit attributable to owners of the Company – diluted (76,675) (255,237) (45,621) Shares (denominator): Weighted average number of shares – basic 41,000,000 41,060,255 46,097,963 Conversion of Series A Preferred Shares — — 12,693,699 Conversion of convertible note — — — Conversion of exchangeable note liabilities — — 4,863,438 Cancellation of ordinary shares due to conversion of exchangeable note liabilities — — (4,863,438) Share based compensation — — — Weighted average number of shares – diluted 41,000,000 41,060,255 58,791,662 (Loss)/earnings per share – basic (RMB) (1.87) (6.22) 2.96 Loss per share – diluted (RMB) (1.87) (6.22) (0.78) Note i As the Group incurred loss for the years ended 31 December 2017 and 2018, the conversion of Series A Preferred Shares and convertible note would be anti‑dilutive and therefore, related changes in fair value and interest expense are not included in the computation of diluted loss per share. Diluted loss per share and basic loss per share are the same for the years ended 31 December 2017 and 2018. Note ii The potential outstanding shares related to share based compensation and the conversion of convertible note would be anti-dilutive and therefore, related changes in fair value and interest expense are not included in the computation of diluted loss per share. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, plant and equipment | |
Property, plant and equipment | 11 Property, plant and equipment Office equipment, Machinery furniture fixtures Leasehold and and motor Right of use Buildings improvements equipment vehicles assets Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 31 December 2018 Opening net book amount 1,208 120,597 73,800 14,681 — 210,286 Additions — 36,522 9,207 2,329 — 48,058 Written-off — — (40) (63) — (103) Business combination (Note 30) — 5,261 738 367 — 6,366 Disposal of subsidiaries (Note 31) — (891) (1,040) (342) — (2,273) Depreciation charges (120) (12,455) (11,929) (2,802) — (27,306) Closing net book amount 1,088 149,034 70,736 14,170 — 235,028 Year ended 31 December 2018 At 31 December 2018 Cost 2,528 234,420 162,636 33,575 — 433,159 Accumulated depreciation (1,440) (85,386) (91,900) (19,405) — (198,131) Net book amount 1,088 149,034 70,736 14,170 — 235,028 At 31 December 2019 Opening net book amount 1,088 149,034 70,736 14,170 — 235,028 Adjustment for Adoption of IFRS 16 (Note 2.2.1) — — — — 137,928 137,928 Restated opening net book amount 1,088 149,034 70,736 14,170 137,928 Additions 18,420 44,858 13,503 4,753 86,492 168,026 Transfer from investment properties 29,460 — — — — 29,460 Written‑off — — (1,339) (105) (2,336) (3,780) Business combination (Note 30) — 14,291 3,185 1,427 29,502 48,405 Disposal of subsidiaries (Note 31) — (6,224) (1,223) (119) (10,165) (17,731) Depreciation charges (619) (15,732) (13,183) (3,578) (45,051) (78,163) Translation adjustments — 10 127 (18) 31 150 Closing net book amount 48,349 186,237 71,806 16,530 196,401 519,323 Year ended 31 December 2019 At 31 December 2019 Cost 50,408 286,457 171,162 39,210 238,609 785,846 Accumulated depreciation (2,059) (100,220) (99,356) (22,680) (42,208) (266,523) Net book amount 48,349 186,237 71,806 16,530 196,401 519,323 As at 31 December 2018 and 2019, property, plant and equipment with net book value amounting to approximately RMB757,000 and RMB38,804,000, respectively, were pledged as security for the bank and other borrowings. During the year ended 31 December 2017, certain subsidiaries of the Group reviewed and revised the useful lives of the certain items of property, plant and equipment to reflect the physical conditions of those assets and the recent experience of the Group. These changes have been applied prospectively from the dates of revision of estimated useful lives adopted by respective subsidiaries. Had there been no changes in estimated useful lives during the year, depreciation charge of the year ended 31 December 2017 would have increased by RMB12,018,000. |
Lease
Lease | 12 Months Ended |
Dec. 31, 2019 | |
Lease | |
Lease | 12 Lease (a) Amounts recognised in the balance sheet: Right-of-use assets is classified as property, plant and equipment. (Note 11) As at As at 1 January 31 December 2019 2019 RMB RMB Lease liabilities Current 24,329 36,266 Non-current 108,778 165,615 133,107 201,881 (b) Amounts recognised in the statement of comprehensive income: 2017 2018 2019 RMB RMB RMB Interest expense (included in finance) (Note 8) — — 12,767 Expense relating to short-term leases (included in cost of goods sold and administrative expenses) — — 8,986 The total cash outflow for leases in 2019 was approximately RMB49,692,000. |
Investment properties
Investment properties | 12 Months Ended |
Dec. 31, 2019 | |
Investment properties | |
Investment properties | 13 Investment properties 2018 2019 RMB’000 RMB’000 Cost At 1 January 27,824 59,276 Additions 31,452 - Transfer to owner-occupied property - (31,452) At 31 December 59,276 27,824 Accumulated depreciation At 1 January (9,669) (12,108) Charge for the year (2,439) (2,335) Transfer to owner-occupied property - 1,992 At 31 December (12,108) (12,451) Net book amount 47,168 15,373 Investment properties represents buildings held in the PRC, with useful lives of 20 years (2018: ranging from 20 years to 25 years). Investment properties with net book value amounting to approximately RMB15,373,000 (2018: RMB47,168,000) were pledged as security for the bank loans at the reporting date. Amounts recognised in the consolidated income statement for investment properties: 2017 2018 2019 RMB’000 RMB’000 RMB’000 Rental income 1,188 1,380 The fair value of the investment properties as at 31 December 2019 is approximately RMB61,506,000 (2018: RMB103,986,000). In relation to the Group’s investment properties, the future aggregate minimum lease receipts under non‑cancellable operating leases are receivable as follows: 2017 2018 2019 RMB’000 RMB’000 RMB’000 Land and buildings: Not later than 1 year 1,144 2,823 Later than 1 year and not later than 5 years — 5,131 1,144 7,954 |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2019 | |
Intangible assets | |
Intangible assets | 14 Intangible assets Computer Medical Goodwill software licenses Tradenames Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Year ended 31 December 2018 Opening net book amount 50,564 649 1,820 8,770 61,803 Additions — 3,233 — — 3,233 Business combination (Note 30) 4,487 45 — 1,130 5,662 Disposal of subsidiaries (Note 31) (572) (19) — — (591) Amortisation — (283) (1,641) (471) (2,395) Closing net book amount 54,479 3,625 179 9,429 67,712 At 31 December 2018 Cost 58,372 6,389 23,606 9,900 98,267 Accumulated amortisation (3,893) (2,764) (23,427) (471) (30,555) Net book amount 54,479 3,625 179 9,429 67,712 Year ended 31 December 2019 Opening net book amount 54,479 3,625 179 9,429 67,712 Additions — 6,886 — — 6,886 Business combination (Note 30) 61,534 — — 43,470 105,004 Disposal of subsidiaries (Note 31) (367) (16) — — (383) Amortisation — (974) (179) (2,183) (3,336) Impairment loss (1,405) — — — (1,405) Translation adjustments 939 — — — 939 Closing net book amount 115,180 9,521 — 50,716 175,417 At 31 December 2019 Cost 116,585 13,189 11,178 53,370 194,322 Accumulated amortisation (1,405) (3,668) (11,178) (2,654) (18,905) Net book amount 115,180 9,521 — 50,716 175,417 Goodwill of RMB4,487,000 and RMB61,534,000 arose from acquisitions of subsidiaries in 2018 and 2019 respectively. The subsidiaries are principally engaged in the provision of non‑surgical aesthetic treatments and surgical aesthetic treatments in the PRC. Goodwill impairment of approximately RMB1,405,000 was related to Nanchang Pengai Aesthetic Medical Clinic Co., Ltd because its operation was ceased in March 2020. Management reviews the business performance of each operating entity (also regarded as a CGU). Goodwill is allocated to relevant operating entities. The recoverable amount of a CGU is determined based on a value‑in‑use calculation. It is calculated using pre‑tax cash flow projections based on financial budgets approved by management covering a five‑year period. Cash flow beyond the five‑year period is extrapolated using the estimated growth rates as stated below. 2018 2019 Annual compound revenue growth rate 5.0% ~ 26.6% 6.0% ~ 17.9% Annual gross profit ratio 67.4% ~ 69.2% 45.9% ~ 76.6% Discount rate 16.5% ~ 19.0% 16.0% ~ 17.1% Management considers their experience and expertise knowledge in the aesthetic medical treatment business in the PRC, a cash flow period of five years is reasonable. Management determined budgeted gross margin based on past performance and its expectations of the market development. The average annual revenue growth rate used is consistent with the forecasts of the market. The discount rate used is pre‑tax and reflects specific risks relating to the entity. The cash flows beyond the five year periods are extrapolated using a 3% (2018: 3%) growth rate. Management believes that any reasonably possible change in the key assumptions on which the recoverable amounts are based would not cause the carrying amounts of the CGUs to exceed their recoverable amounts and therefore, there is no impairment indicators in relation to the goodwill of the Group. |
Investments accounted for using
Investments accounted for using the equity method | 12 Months Ended |
Dec. 31, 2019 | |
Investments accounted for using the equity method | |
Investments accounted for using the equity method | 15 Investments accounted for using the equity method 2018 2019 RMB’000 RMB’000 At 1 January 32,988 26,244 Disposal of associates (2,249) — Dividend received (6,225) — Step -up acquisition — (15,749) Disposal — 1,499 Share of profit/(loss) 1,730 (1,738) At 31 December 26,244 10,256 Set out below are the associates of the Group as at 31 December 2018 and 2019 which, in the opinion of the directors, are material to the Group. The associates as listed below have share capital consisting solely of ordinary shares, which are held directly by the Group. The places of establishment are also their principal places of business. Nature of investments in associates as at 31 December 2018 and 2019: % of Nature of Place of ownership the Measurement Name of entity establishment 2018 2019 relationship method Moyan (Shenzhen) Network Technology Co., Ltd The PRC 46 % 46 % Note 1 Equity ( 美約 ( 深圳 ) 網路技術有限公司 ) Shenzhen Pengai Yueji Medical Aesthetic Clinic Co. Ltd. The PRC 30 % — Note 3 Equity ( 深圳鵬愛悅己醫療美容醫院 ) Mendis Aesthetic PTE. Ltd. Singapore 40 % 44.4 % Note 2 Equity Baotou Pengai Yueji Medical Aesthetic Clinic Co. Ltd. ( 包頭鵬愛悅己醫療美容門診有限公司 ) The PRC 51 % 46 % Note 2, 4 Equity Note 1: Moyan (Shenzhen) Network Technology Co., Ltd. (“Moyan”) is engaged in internet marketing services. Note 2: Shenzhen Pengai Yueji Aesthetic Medical Clinic Co., Ltd. (“Shenzhen Yueji”), Mendis Aesthetic PTE. Ltd. (“Mendis”) and Baotou Pengai Yueji Medical Aesthetic Clinic Co. Ltd. (“Baotou Pengai”) are engaged in the provision of aesthetic medical services. Note 3: During the year ended 31 December 2019, the Group acquired further 30% equity interest of Shenzhen Yueji at a consideration of RMB30,000,000, which results in an increase of the Company’s equity interest of Shenzhen Yueji from 30% to 60% and obtained control. Shenzhen Yueji becomes a subsidiary of the Company after the acquisition. Note 4: During the year ended 31 December 2019, the Group disposed of its 5% equity interest of Baotou Pengai and lost control over Baotou Pengai. Baotou Pengai becomes an associate of the Company after the disposal. Moyan, Shenzhen Yueji, Mendis and Baotou Pengai are private companies and there are no quoted market prices available for their shares. Summarised financial information for associates Set out below are the summarised financial information for investments accounted for using the equity method: Summarised balance sheet 2018 2019 RMB’000 RMB’000 Current Cash and cash equivalents 3,306 1,281 Other current assets (excluding cash and cash equivalents) 31,501 3,860 Total current assets 34,807 5,141 Financial liabilities (excluding trade payables) (4,379) (6,439) Lease liabilities — (1,023) Other current liabilities (including trade payables) (6,454) (483) Total current liabilities (10,833) (7,945) Total non-current assets 7,867 15,327 Net assets 31,841 11,466 Summarised statement of comprehensive income 2018 2019 RMB’000 RMB’000 Revenue 111,630 2,702 Depreciation and amortisation (319) (1,609) Interest expense (417) (61) Profit/(loss) before income tax 9,851 (765) Income tax expense (2,290) — Profit/(loss) for the year 7,561 (765) The information above reflects the amounts presented in the financial statements of the associates (and not the Group’s share of those amounts) adjusted for differences in accounting policies between the Group and the associates. |
Trade and other receivables, de
Trade and other receivables, deposits and prepayments | 12 Months Ended |
Dec. 31, 2019 | |
Trade and other receivables, deposits and prepayments | |
Trade and other receivables, deposits and prepayments | 16 Trade and other receivables, deposits and prepayments 2018 2019 RMB’000 RMB’000 Trade receivables 10,760 9,705 Other receivables 31,492 6,657 Deposits 6,685 50,779 Prepayments 41,174 53,953 Deferred offering costs 11,415 — Advances to employees 3,880 2,187 94,646 113,576 Less: Non-current portion Prepayments and deposits (5,166) (42,298) Current portion 89,480 71,278 The carrying amounts of trade and other receivables, deposits and prepayments are denominated in RMB and approximate their fair values. Trade receivables are all aged within 30 days and are neither past due or impaired. The maximum exposure to credit risk as at 31 December 2018 and 2019 is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventories | |
Inventories | 17 Inventories 2018 2019 RMB’000 RMB’000 Pharmaceuticals 1,968 2,780 Medical consumables 19,175 23,340 21,143 26,120 The cost of inventories recognised as expense and included in cost of inventories and consumables amounted to RMB112,617,000 (2018: RMB106,950,000). |
Cash and bank balances
Cash and bank balances | 12 Months Ended |
Dec. 31, 2019 | |
Cash and bank balances | |
Cash and bank balances | 18 Cash and bank balances 2018 2019 RMB’000 RMB’000 Cash and cash equivalents Cash at banks 100,644 143,231 Time deposit — 11,215 Cash on hand 1,242 44 Total 101,886 154,490 The analysis of bank and cash balances for the purpose of the consolidated statement of cash flows is as follows: 2018 2019 RMB’000 RMB’000 Cash and cash equivalents 102,547 154,490 Less: Assets held-for-sale (Note 19) (661) — Total 101,886 154,490 The carrying amounts of the Group’s cash and cash equivalents are denominated in the following currencies: 2018 2019 RMB’000 RMB’000 RMB 91,030 69,268 US dollars 7,611 82,930 Hong Kong dollars 1,476 1,021 Singapore dollars 1,769 1,271 101,886 154,490 Cash at banks earns interest at floating rates based on daily bank deposit rates. The Group’s balances of cash at bank which are denominated in RMB are deposited with banks in the PRC. The conversion of these RMB‑denominated balances into foreign currencies and the remittance of funds out of the Mainland China are subject to the rules and regulations of foreign exchange control promulgated by the Government of the PRC. |
Assets and liabilities held-for
Assets and liabilities held-for-sale | 12 Months Ended |
Dec. 31, 2019 | |
Assets and liabilities held-for-sale | |
Assets and liabilities held-for-sale | 19 Assets and liabilities held‑for‑sale The assets and liabilities related to Wuhan Pengai Jinggang Aesthetic Medical Clinic Co., Ltd. (“Wuhan Pengai”), a 51% owned subsidiary of the Group, have been presented as held for sale following the approval of the Group’s management and shareholders on 19 July 2016 to dispose of Wuhan Pengai in the PRC as management decided to focus on development of businesses in other group companies. During the year ended 31 December 2019, the net assets classified as held-for-sale have been fully impaired. (a) Assets of subsidiary classified as held‑for‑sale 2018 RMB’000 Property, plant and equipment 3,240 Inventories 116 Cash and cash equivalents 661 Other current assets 327 Total 4,344 (b) Liabilities of subsidiary classified as held‑for‑sale 2018 RMB’000 Trade and other payables 1,583 Other current liabilities 406 Total 1,989 |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2019 | |
Share capital | |
Share capital | 20 Share capital Ordinary shares of USD0.001 each Number of Nominal Nominal shares value value USD’000 RMB’000 Authorised: As at 1 January 2017, 31 December 2017, 1 January 2018, 31 December 2018, 1 January 2019 and 31 December 2019 121,983,052 122 802 Increase of authorized shares 1,378,016,948 1,378 9,797 As at 31 December 2019 1,500,000,000 1,500 10,599 Issued and paid: As at 1 January 2017 and 31 December 2017 41,000,000 41 259 Issuance of shares (Note i) 798,219 1 6 As at 31 December 2018 and 1 January 2019 41,798,219 42 265 Issuance of shares held as treasury shares (Note 33) 5,940,452 6 41 Issuance of shares upon initial public offering (Note ii) 7,500,000 8 53 Preferred shares converted into ordinary share upon initial public offering (Note iii) 15,600,000 16 110 As at 31 December 2019 70,838,671 72 469 Note i: During the year ended 31 December 2018, the Company entered into an investment agreement to allot and issue 798,219 ordinary shares of the Company at RMB31.80 per share to an independent third party. Pursuant to such investment agreement, a put option enabling the investor of these ordinary shares to dispose of the shares of the Company at a guaranteed return was issued. Such put option was recognised as “Derivative financial instrument” and subsequently measured at fair value through profit and loss. The put option was lapsed upon the completion of initial public offering. Note ii: On October 25, 2019, the Company was listed on NASDAQ Global market in the United States (“IPO”) and issued 2,500,000 American Depositary Shares (representing 7,500,000 ordinary shares of the Company). Note iii: On October 25, 2019, upon completion of the Company’s initial public offering, 15,600,000 of convertible redeemable preferred shares were converted into 15,600,000 ordinary shares (Note 26). |
Other reserves
Other reserves | 12 Months Ended |
Dec. 31, 2019 | |
Other reserves | |
Other reserves | 21 Other reserves Share‑based Capital Merger Statutory compensation Other reserve reserve reserve reserve reserve Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Note (a) Note (b) Note (c) Note (d) Note (e) At 1 January 2017 35,609 (10,000) 28,686 67,960 (59,892) 62,363 Translation of foreign operations — — — — (215) (215) Transfer to statutory reserve — — 5,475 — — 5,475 Disposal of a subsidiary due to loss of control — — (1,057) — — (1,057) Further acquisition of interests in a subsidiary (Note 32) — — — — (308) (308) Partial disposal of interests in a subsidiary without loss of control (Note 32) — — — — 426 426 At 31 December 2017 and 1 January 2018 35,609 (10,000) 33,104 67,960 (59,989) 66,684 Translation of foreign operations — — — — 1,088 1,088 Transfer to statutory reserve — — 4,875 — — 4,875 Disposal of a subsidiary due to loss of control — — (17) — — (17) Further acquisition of interests in a subsidiary (Note 32) — — — — (3,410) (3,410) Partial disposal of interests in a subsidiary without loss of control (Note 32) — — — — 331 331 Issuance of shares 25,694 — — — — 25,694 At 31 December 2018 and 1 January 2019 61,303 (10,000) 37,962 67,960 (61,980) 95,245 Translation of foreign operations — — — — 672 672 Transfer to statutory reserve — — 4,621 — — 4,621 Further acquisition of interests in a subsidiary (Note 32) — — — — (5,741) (5,741) Partial disposal of interests in a subsidiary without loss of control (Note 32) — — — — 493 493 Share-based payment reserve — — — 47,788 — 47,788 Issuance of shares upon initial public offering 211,906 — — — — 211,906 Transaction costs related to issuance of shares upon initial public offering (45,516) — — — — (45,516) Preferred shares converted into ordinary share upon initial public offering 339,346 — — — — 339,346 Exchangeable note converted into ordinary share upon initial public offering 140,471 — — — — 140,471 At 31 December 2019 707,510 (10,000) 42,583 115,748 (66,556) 789,285 Notes (a) Capital reserve The capital reserve mainly represents capital contribution made by an owner and shareholders of the Company. (b) Merger reserve Merger reserve is mainly attributable to business combinations under common control. (c) Statutory reserve In accordance with the PRC regulations and the articles of association of the companies now comprising the Group, before distributing the net profit of each year, companies registered in the PRC are required to set aside 10% of its statutory net profit for the year after offsetting any prior year’s losses as determined under relevant PRC accounting standards to the statutory surplus reserve fund. When the balance of such reserve reaches 50% of each company’s share capital, any further appropriation is optional. (d) Share‑based compensation reserve Share‑based compensation reserve amounting to RMB67,960,000 was attributable to share options which were granted to certain consultants and employees of the Group in previous years and fully lapsed in 2015. On 1 June 2019, the Group has adopted a share-based compensation plan. Share-based compensation expenses amounting to RMB47,788,000 was charged to share-based compensation reserve (Note 33). (e) Other reserve Other reserve mainly represents the differences of carrying amount of non‑controlling interests acquired, consideration paid to non‑controlling interests and reduction of reserve as a result of the issuance of exchangeable note liabilities (Note 28). |
Deferred income tax
Deferred income tax | 12 Months Ended |
Dec. 31, 2019 | |
Deferred income tax | |
Deferred income tax | 22 Deferred income tax 2018 2019 RMB’000 RMB’000 The deferred tax assets comprise temporary differences attributable to: —Tax losses 12,254 17,478 —Others — 2,422 12,254 19,900 The deferred tax liabilities comprise temporary differences attributable to: —Medical licenses and tradenames (1,971) (12,248) —Others — (581) (1,971) (12,829) Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The balances shown in the consolidated balance sheets are, after appropriate offsetting, as follows: 2018 2019 RMB’000 RMB’000 Deferred income tax assets: —Deferred income tax assets to be recovered after more than 12 months 12,254 19,765 —Deferred income tax assets to be recovered within 12 months — 9 12,254 19,774 Deferred income tax liabilities: —Deferred income tax liabilities to be settled after more than 12 months (1,847) (12,031) —Deferred income tax liabilities to be settled within 12 months (124) (672) (1,971) (12,703) Deferred income tax assets – net 10,283 7,071 The movement in deferred income tax assets and liabilities during the year, without taking into consolidation the offsetting of balances within the same taxation jurisdiction is as follows: The gross movement on deferred income tax accounts is as follows: 2018 2019 RMB’000 RMB’000 At 1 January 9,274 10,283 Acquisition of a subsidiary (Note 30) (283) (9,377) Disposal of subsidiaries (Note 31) (1,273) (184) Credited to consolidated statement of comprehensive income 2,565 6,357 Translation adjustment — (8) At 31 December 10,283 7,071 Deferred income tax assets Tax losses Others Total RMB’000 RMB’000 RMB’000 At 1 January 2018 11,922 — 11,922 Disposal of a subsidiary (Note 31) (1,273) — (1,273) Credited to consolidated statement of comprehensive income 1,605 — 1,605 At 31 December 2018 and 1 January 2019 12,254 — 12,254 Acquisition of a subsidiary (Note 30) 1,445 104 1,549 Disposal of a subsidiary (Note 31) (182) (2) (184) Credited to consolidated statement of comprehensive income 3,961 2,320 6,281 At 31 December 2019 17,478 2,422 19,900 Deferred income tax liabilities Medical licenses and tradenames Others Total RMB’000 RMB’000 RMB’000 At 1 January 2018 2,648 — 2,648 Acquisition of a subsidiary (Note 30) 283 — 283 Credited to consolidated statement of comprehensive income (960) — (960) At 31 December 2018 and 1 January 2019 1,971 — 1,971 Acquisition of a subsidiary (Note 30) 10,868 58 10,926 (Credited)/charge to consolidated statement of comprehensive income (591) 515 (76) Translation adjustment — 8 8 At 31 December 2019 12,248 581 12,829 Deferred income tax assets are recognised for tax loss carry‑forwards to the extent that the realisation of the related tax benefit through the future taxable profits is probable. The Group has unrecognised tax losses as at 31 December 2019 of RMB13,850,000 (2018: RMB1,204,000) which can be carried forward against future taxable income and their expiry dates are as follows: 2018 2019 RMB’000 RMB’000 Tax loss expiring within 5 years 1,204 13,850 Deferred income tax liabilities of RMB19,160,000 (2018: RMB23,607,000) have not been recognised for the withholding tax that would be payable on the unremitted earnings of certain subsidiaries. Such earnings are not expected to be distributed to the subsidiaries incorporated outside the PRC in near future. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2019 | |
Borrowings | |
Borrowings | 23 Borrowings 2018 2019 RMB’000 RMB’000 Non‑current Bank borrowings —secured 19,876 — —non-secured — 8,621 Other borrowings —secured — 4,296 19,876 12,917 Current Bank borrowings —secured 77,130 94,189 —non-secured — 15,874 Other borrowings —secured — 17,407 77,130 127,470 97,006 140,387 The carrying amounts of borrowings approximate their fair values and are denominated in RMB. The effective interest rates on the borrowings from banks was 6.07%as at 31 December 2019 (2018: 6.67)%. Bank borrowings are secured by the following: (i) property, plant and equipment and investment properties of the Group (Note 11 and Note 13); (ii) personal properties provided by Dr. Zhou Pengwu and Ms. Ding Wenting (Note 36(d)); (iii) personal guarantee provided by Dr. Zhou Pengwu, Dr. Zhou Yitao and Ms. Ding Wenting (Note 36(d)); and (iv) corporate guarantee provided by a related company controlled by Dr. Zhou Pengwu (Note 36(d)). Other borrowings are secured by the following: (i) (ii) |
Trade and accruals, other payab
Trade and accruals, other payables and provisions | 12 Months Ended |
Dec. 31, 2019 | |
Trade and accruals, other payables and provisions | |
Trade and accruals, other payables and provisions | 24 Trade and accruals, other payables and provisions 2018 2019 RMB’000 RMB’000 Trade payables 14,356 17,017 Accrued employee benefits 14,873 13,498 Accrued operating expenses 6,053 4,960 Accrued professional service fees 12,276 16,267 Deposits received 2,277 1,837 Duty and tax payable other than corporate income tax 5,615 8,906 Other payables to suppliers of plant and equipment 9,164 5,091 Others 7,734 7,880 72,348 75,456 The carrying amounts of trade and other payables are denominated in RMB. The carrying amounts approximate their fair values due to their short‑term maturities. |
Contract liabilities
Contract liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Contract liabilities | |
Contract liabilities | 25 Contract liabilities 2018 2019 RMB’000 RMB’000 Advance receipt for treatment packages 5,996 5,542 At the reporting date, the contract liabilities are aged within one year from the date when the sales contracts in respect of treatment packages were entered into. |
Convertible redeemable preferre
Convertible redeemable preferred shares | 12 Months Ended |
Dec. 31, 2019 | |
Convertible redeemable preferred shares | |
Convertible redeemable preferred shares | 26 Convertible redeemable preferred shares On 9 March 2012, the Company entered into a share purchase agreement, and pursuant to which, the Company issued 15,600,000 Series A Preferred Shares at a price of US$1 per share with total amount of US$15,600,000 (equivalent to approximately RMB98,132,000). The par value of Series A Preferred Shares is US$1 each. The issuance of the Series A Preferred Shares closed on 27 July 2012. The key terms of the Series A Preferred Shares are summarised as follows: (a) The holders of Series A Preferred Shares will be entitled to receive in preference to the holders of the ordinary shares a per share amount equal to 8% of the issue price per annum when it is declared by the Board of Directors. The holders of Series A Preferred Shares would be entitled to receive participating dividends if declared as if each outstanding Series A Preferred Shares had been converted into ordinary shares prior to the record date for dividend or distribution. Directors of the Company designated the dividends rights as an equity component. Directors consider the dividends rights do not have significant value. (b) Each Series A Preferred Shares conveys the right to its holder of one vote for each ordinary share upon conversion. (c) Series A Preferred Shares are convertible, at the option of the holders, at any time after the date of issuance of such Series A Preferred Shares into such number of fully paid ordinary shares of the Company according to a conversion price. Conversion price is initially be the issue price of Series A Preferred Shares , resulting in an initial conversion ratio of 1:1, and is subject to adjustments for certain events, including but not limited to additional equity securities issuance, share dividends, subdivisions, redemptions, combinations, or consolidation of ordinary shares. The conversion price is also subject to anti‑dilution adjustment in the event the Company issues new securities at a price per share that is less than such conversion price. In such case, the conversion price shall be reduced to adjust for dilution. Each Series A Preferred Shares is automatically converted into ordinary shares of the Company at the then effective conversion price upon earlier of (i) the closing date of a qualified initial public offering of the Company’s shares on a reputable stock exchange, or (ii) the date of election by the majority of holders of Series A Preferred Shares, Series B Preferred Shares, convertible note and exchangeable note. Upon conversion, all preferred rights entitled to such holders shall lapse and such holders will thereafter hold rights equivalent to ordinary shareholders. (d) At any time after the earliest of (i) the date that any other class or series of equity securities of the Company becomes redeemable, or (ii) the fourth anniversary of the issuance of the Series A Preferred Shares, the Series A Preferred Shares holders have a right to require the Company to redeem all outstanding Series A Preferred Shares, where the majority of Series A Preferred Shares holders vote for a redemption. The redemption price equals to 100% of the issuance price plus an amount accruing at a rate of 10% per annum, compounding annually, beginning on the date of issuance of such Series A Preferred Shares and to the redemption price payment date, plus any declared and unpaid dividends. The maturity date of Series A Preferred Shares has been extended to December 2020. (e) In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, a sale, transfer, lease or other disposition of all or substantially all of the assets of the Group, the holders of Series A Preferred Shares will be entitled to receive in preference to the holders of other classes of shares of the Company, a liquidation preference per share equal to 100% of the issue price of the Series A Preferred Shares, plus an amount accruing daily at a rate of 8% per annum, compound annually, beginning on the date of issuance of such Series A Preferred Shares and to the date the liquidator pays the Preferred Amount (as defined below), plus all accrued but unpaid dividends on such Series A Preferred Shares (collectively, the “Preferred Amount”). (f) The Group monitors Series A Preferred Shares on a fair value basis which is in accordance with its risk management strategy and does not bifurcate any feature from its debt host instrument and designates the entire compound financial instruments as a financial liability at fair value through profit or loss with the changes in the fair value recorded in consolidated statement of comprehensive income. As at 31 December 2018 and 2019, the directors had used the market comparable method. Changes in fair value of Series A Preferred Shares and exchange differences on Series A Preferred Shares were recorded in “fair value gain/(loss) of convertible redeemable preferred shares”. The change in fair value is because of change in underlying value of the Group. As of 25 October 2019, upon completion of the Company’s initial public offering, the Company re-designated all of the outstanding Series A Preferred Shares of the Company into ordinary shares pursuant to (c) disclosed above. The movement of the Series A Preferred Shares is set out as below: RMB’000 For the year ended 31 December 2017 At 1 January 2017 164,403 Change in fair value 85,461 At 31 December 2017 249,864 Fair value change for the year included in statement of comprehensive income for liabilities held at the year end 85,461 For the year ended 31 December 2018 At 1 January 2018 249,864 Change in fair value 226,248 At 31 December 2018 476,112 Fair value change for the year included in statement of comprehensive income for liabilities held at the year end 226,248 For the year ended 31 December 2019 At 1 January 2019 476,112 Change in fair value (136,656) Converted into ordinary share upon initial public offering (339,456) At 31 December 2019 — Fair value change for the year included in statement of comprehensive income for liabilities held at the year end (136,656) There is no sensitivity analysis as at 31 December 2018 and 2019 as the market comparable method was used. |
Convertible note
Convertible note | 12 Months Ended |
Dec. 31, 2019 | |
Convertible note | |
Convertible note | 27 Convertible note On 8 December 2016, the Company entered into a convertible note purchase agreement, and pursuant to which, the Company issued a convertible note at principal amount of US$8,700,948 (equivalent to approximately RMB60,163,000). The key terms of the convertible note are summarised as follows: (a) Convertible note is convertible into Series B Preferred Shares of the Company, at the option of the holder, unless the Company has previously elected to redeem the convertible note, at occurrence of an exit event, which refer to (a) the liquidation, dissolution or winding up of the Company; (b) the acquisition of the Company in which in excess of 50% of the Company’s voting power outstanding before such transaction is transferred; or (c) the sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries or the exclusive licensing of substantially all of the intellectual properties of the Company and its subsidiaries or (d) an initial public offering of the Company’s shares an internationally recognised stock exchange (the “Exit Event”). (b) At any time after the earliest of (i) an Exit Event, or (ii) the fourth anniversary of the issuance of the convertible note, both holder and the Company have a right to redeem all outstanding convertible note. The redemption price equals to 100% of the issue price plus an amount accruing at a rate of 15% per annum, compounding semi‑annually, beginning on the date of issuance of such convertible note and to the redemption price payment date, plus any declared and unpaid dividends. Before the first anniversary of the issuance of the convertible note, the convertible note is redeemable at the option of the Company and with the consent of the convertible note holder. The redemption price equals to 100% of the issue price plus an interest amount accruing at a rate of 8% of the issue price. Upon or after the first anniversary but prior to fourth anniversary of the issuance of the convertible note, at the option of the Company, the convertible note is redeemable at redemption price equals to 100% of the issue price plus an amount accruing at a rate of 15% per annum, beginning on the date of issuance of such convertible note and to the redemption price payment date, plus any declared and unpaid dividends. (c) The Group monitors the convertible note on a fair value basis which is in accordance with its risk management strategy and does not bifurcate any feature from its debt host instrument and designates the entire hybrid contract as a financial liability at fair value through profit or loss with the changes in the fair value recorded in consolidated statement of comprehensive income. As at 31 December 2018 and 2019, the directors had used the market comparable method. On 13 November 2019, the convertible note has been fully redeemed and repaid pursuant to (b) disclosed above. The movement of the convertible note is set out as below: RMB’000 For the year ended 31 December 2017 At 1 January 2017 60,163 Change in fair value 1,283 At 31 December 2017 61,446 Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 1,283 For the year ended 31 December 2018 At 1 January 2018 61,446 Change in fair value 9,152 At 31 December 2018 70,598 Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 9,152 For the year ended 31 December 2019 At 1 January 2019 70,598 Change in fair value 5,193 Repayment during the year (75,791) At 31 December 2019 — Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 5,193 |
Exchangeable note liabilities
Exchangeable note liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Exchangeable note liabilities | |
Exchangeable note liabilities | 28 Exchangeable note liabilities On 8 December 2016 (the ‘‘Issuance Date’’), immediate holding companies of the Company (the “Holding Companies’’) owned by Dr. Zhou Pengwu and Ms. Ding Wenting entered into exchangeable note purchase agreements with an independent investor, and pursuant to which, the Holding Companies issued exchangeable notes at principal amounts of US$13,921,517 (RMB97,227,875) in total (the ‘‘Exchangeable Note’’). The Exchangeable Note holder has the right to require the Holding Companies to exchange for a predetermined amount of Series B Convertible Redeemable Preferred Shares of the Company at any time (the ‘‘Exchange’’). Upon occurrence of the Exchange, the Company will issue 5,976,960 Series B Preferred Shares to the Exchangeable Note holder and simultaneously the Company will cancel 5,976,960 ordinary shares held by Dr. Zhou Pengwu and Ms. Ding Wenting. On the Issuance Date, the Group recognised the fair value of the Exchangeable Note of RMB90,513,000 as a financial liability at fair value through profit or loss, as the Exchange can be initiated at any time by the Exchangeable Note holder and the corresponding Series B Preferred Shares would be liability classified. Also on the Issuance Date, the Group measured the fair value of the 5,976,960 ordinary shares in the Company that will be cancelled upon the future occurrence of the Exchange, recognising a corresponding reduction in other reserves of RMB51,311,000. The fair value of the Exchangeable Note liability recognised on the Issuance Date was equal to the corresponding fair value of the Series B Preferred Shares that would be issued by the Company upon the Exchange. The amount by which the fair value of the Series B Preferred Shares exceeded the fair value of the 5,976,960 ordinary shares held by Dr. Zhou Pengwu and Ms. Ding Wenting that would be cancelled upon the Exchange, was equal to RMB39,202,000. This amount was recognised as an one‑time compensatory expense charged to the consolidated statements of comprehensive income for the year ended 31 December 2016. The key terms of the Exchangeable Note are summarised as follows: (a) Redemption feature At the fourth anniversary of the issuance of the exchangeable note, Holding Companies shall redeem the exchangeable note by payment of the principal amounts to the exchangeable note holder. (b) Exchange feature Exchangeable note is exchangeable into Series B Preferred Shares of the Company, at the option of the holder, at any time before the fourth anniversary of the issuance of the exchangeable note. Also, all Series B Preferred Shares will automatically convert to ordinary shares upon completion of a qualified initial public offering. Exchange price of the exchange is at US$2.3292. The par value of Series B Preferred Shares is US$1 each. Set out below are the key features of the Series B Preferred Shares: (i) Dividends rights The holders of Series B Preferred Shares will be entitled to receive in preference to the holders of the ordinary shares a per share amount equal to 8% of the issue price per annum when it is declared by the Board of Directors. The holders of Series B Preferred Shares would be entitled to receive participating dividends if declared as if each outstanding Series B Preferred Shares had been converted into ordinary shares prior to the record date for dividend or distribution. (ii) Voting rights Each Series B Preferred Shares conveys the right to its holder of one vote for each ordinary share upon conversion. (iii) Conversion feature Series B Preferred Shares are convertible, at the option of the holders, at any time after the date of issuance of such Series B Preferred Shares into such number of fully paid ordinary shares of the Company according to a conversion price. Conversion price is initially the issue price of Series B Preferred Shares , resulting in an initial conversion ratio of 1:1, and is subject to adjustments for certain events, including but not limited to additional equity securities issuance, share dividends, subdivisions, redemptions, combinations, or consolidation of ordinary shares. The conversion price is also subject to anti‑dilution adjustment in the event the Company issues new securities at a price per share that is less than such conversion price. In such case, the conversion price shall be reduced to adjust for dilution. Each Series B Preferred Shares is automatically converted into ordinary shares of the Company at the then effective conversion price upon earlier of (i) the closing date of a qualified initial public offering of the Company’s shares on a reputable stock exchange, or (ii) the date of election by the majority of holders of Series A Preferred Shares, Series B Preferred Shares, Convertible note and Exchangeable note. Upon conversion, all preferred rights entitled to such holders shall lapse and such holders will thereafter hold rights equivalent to ordinary shareholders. (iv) Redemption feature At any time after the earliest of (i) the date that any other class or series of equity securities of the Company becomes redeemable, or (ii) the fourth anniversary of the issuance of the Series B Preferred Shares, the Series B Preferred Shares holders have a right to require the Company to redeem all outstanding Series B Preferred Shares, where the majority of Series B Preferred Shares holders vote for a redemption. The redemption price equals to 100% of the issuance price plus an amount accruing at a rate of 10% per annum, compounding annually, beginning on the date of issuance of the Convertible note and to the redemption price payment date, plus any declared and unpaid dividends. (v) Liquidation preferences In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, a sale, transfer, lease or other disposition of all or substantially all of the assets of the Group, the holders of Series B Preferred Shares will be entitled to receive in preference to the holders of other classes of shares of the Company, a liquidation preference per share equal to 100% of the issue price of the Series B Preferred Shares, plus an amount accruing daily at a rate of 10% per annum, compound annually, beginning on the date of issuance of the Convertible note and to the date the liquidator pays the Preferred Amount (as defined below), plus all accrued but unpaid dividends on such Series B Preferred Shares (collectively, the “B Preferred Amount”). (c) Fair value measurement The Group monitors the exchangeable note on a fair value basis which is in accordance with its risk management strategy and does not bifurcate any feature from its debt host instrument and designates the entire compound financial instruments as a financial liability at fair value through profit or loss with the changes in the fair value recorded in consolidated statement of comprehensive income. As at 31 December 2018 and 2019, the directors had used the market comparable method. The change in fair value is because of change in underlying value of the Group. In September 2019, holder of the Exchangeable Note and the Holding Companies owned by Dr. Zhou Pengwu and Ms. Ding Wenting agreed that immediately prior to the completion of the initial public offering of the Company, the outstanding principal amount of the Exchangeable Note shall be converted into 5,976,960 Series B Preferred Shares of the Company pursuant to (b) disclosed above. As of 25 October 2019, upon completion of the Company’s initial public offering, the note has been fully converted into ordinary shares accordingly. Immediately after completion of the initial public offering, the Company re-designated all of the outstanding Series B Preferred Shares of the Company into ordinary shares. The movement of the exchangeable note liabilities is set out as below: RMB’000 For the year ended 31 December 2017 At 1 January 2017 90,513 Change in fair value 38,307 At 31 December 2017 128,820 Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 38,307 For the year ended 31 December 2018 At 1 January 2018 128,820 Change in fair value 56,925 At 31 December 2018 185,745 Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 56,925 For the year ended 31 December 2019 At 1 January 2019 185,745 Change in fair value (45,274) Converted into ordinary share upon initial public offering (140,471) At 31 December 2019 — Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end (45,274) There is no sensitivity analysis as at 31 December 2018 and 2019 as the market comparable method was used. |
Cash generated from operations
Cash generated from operations | 12 Months Ended |
Dec. 31, 2019 | |
Cash generated from operations | |
Cash generated from operations | 29 Cash generated from operations 2017 2018 2019 RMB’000 RMB’000 RMB’000 (Loss)/profit before income tax (53,169) (233,972) 152,364 Adjustments for: Finance income (868) (322) (388) Finance costs 6,581 9,244 24,293 Amortisation of intangible assets (Note 14) 2,267 2,395 3,336 Depreciation of property, plant and equipment (Note 11) 25,522 27,306 78,163 Depreciation of investment properties (Note 13) 1,322 2,439 2,335 Loss on write off of property, plant and equipment (Note 11) 559 80 1,715 Share of losses/(profits) of investments accounted for using the equity method 1,415 (1,730) 1,738 Fair value loss/(gain) of convertible redeemable preferred shares 85,461 226,248 (136,656) Fair value loss of convertible note 1,283 9,152 5,193 Fair value loss/(gain) of exchangeable note liabilities 38,307 56,925 (45,274) Fair value loss of derivative financial instrument — 301 (301) Share-based payment — — 47,788 Written-off of assets/liabilities held for sale — — 2,070 Goodwill impairment — — 1,405 Gain on disposal of associate — (3,996) (14,251) Gain on disposal of subsidiaries (Note 31) (1,737) 191 (3,040) 106,943 94,261 120,490 Changes in working capital: —Inventories (10,969) 3,395 (3,037) —Trade receivables (4,174) (824) 1,376 —Other receivables, deposits and prepayments (1,851) (35,842) (11,742) —Balances with related parties (10,408) (25,092) - —Trade payables 2,708 (2,196) (1,567) —Accruals, other payables and provisions 13,018 (3,807) (4,521) —Contract liabilities 2,524 (31) (304) Cash flow from operating activities 97,791 29,864 100,695 This section sets out an analysis of net debt and the movements in net debt for the years: Liabilities from financing activities Lease Lease Borrowing Borrowing liabilities liabilities Cash and due within due after due within due after Net debt bank 1 year 1 year 1 year 1 year Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at 1 January 2018 105,345 (22,020) (23,980) — — 59,345 Cash flows (4,547) (55,110) 4,104 — — (55,553) Foreign exchange adjustments 1,088 — — — — 1,088 As at 31 December 2018 101,886 (77,130) (19,876) — — 4,880 As at 1 January 2019 101,886 (77,130) (19,876) (24,329) (108,778) (128,227) Cash flows 53,846 (50,340) 6,959 (11,912) (56,826) (58,273) Foreign exchange adjustments (1,242) — — (25) (11) (1,278) As at 31 December 2019 154,490 (127,470) (12,917) (36,266) (165,615) (187,778) |
Business combination
Business combination | 12 Months Ended |
Dec. 31, 2019 | |
Business combination | |
Business combination | 30 Business combination (a) Guangzhou Pengai Medical Aesthetic Clinic Co., Ltd. On 5 April 2017, the Group acquired 95% of the share capital of Guangzhou Pengai Medical Aesthetic Clinic Co., Ltd. (“Guangzhou Pengai”), an aesthetic medical treatment provider operating in the PRC for RMB13,110,000 and obtained control. As a result of the acquisition, the Group is expected to increase its presence in Guangzhou. The goodwill of RMB4,722,000 arising from the acquisition is attributable to synergies expected to be generated from the acquisition. None of the goodwill recognised is expected to be deductible for income tax purpose. The following table summarises the consideration paid for Guangzhou Pengai. RMB’000 Purchase consideration Cash paid 12,144 Consideration payable 966 Total purchase consideration 13,110 The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 153 Trade receivables and other receivables 59 Inventories 235 Properties, plant and equipment 9,288 Trade payables and other payables (906) Non-controlling interest (441) Net identifiable assets acquired 8,388 Add: goodwill (Note 13) 4,722 Net assets acquired 13,110 An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash consideration (12,144) Cash and cash equivalents 153 Net outflow of cash and cash equivalents included in cash flows from investing activities (11,991) Acquisition-related costs have been charged to general and administrative expenses in consolidated statement of comprehensive income for the year ended 31 December 2017. For the year ended 31 December 2017, the revenue included in consolidated statement of comprehensive income since 5 April 2017 contributed by Guangzhou Pengai was RMB11,087,000. Guangzhou Pengai also contributed loss of RMB2,268,000 over the same period. The following table set out the pro-forma revenue and profit after tax of the Group had the acquisition taken place from 1 January 2016: 2016 2017 RMB’000 RMB’000 Pro forma consolidated statement of comprehensive income: Revenue 595,329 709,963 Profit/(loss) after tax 86,303 (73,009) Had Guangzhou Pengai been consolidated from 1 January 2016, consolidated statement of comprehensive income would show pro forma revenue of RMB595,329,000 and a net gain of RMB86,303,000. (b) On 28 December 2017, the Group acquired 70% of the share capital of Chengdu Jinjiang Yueji Medical Aesthetic Clinic Company Limited (“Chengdu Yueji”), an aesthetic medical treatment provider operating in the PRC for RMB30,500,000 and obtained control. As a result of the acquisition, the Group is expected to increase its presence in Chengdu. The goodwill of RMB19,749,000 arising from the acquisition is attributable to synergies expected to be generated from the acquisition. None of the goodwill recognised is expected to be deductible for income tax purpose. The following table summarises the consideration paid for Chengdu Yueji. RMB’000 Purchase consideration Cash paid 20,000 Consideration payable 10,500 Total purchase consideration 30,500 The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 2,391 Intangible assets 8,770 Trade receivables and other receivables 5,175 Inventories 878 Properties, plant and equipment 3,906 Trade payables and other payables (2,107) Current income tax liabilities (1,461) Deferred income tax liabilities (2,193) Non-controlling interest (4,608) Net identifiable assets acquired 10,751 Add: goodwill (Note 13) 19,749 Net assets acquired 30,500 An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash consideration (20,000) Cash and cash equivalents 2,391 Net outflow of cash and cash equivalents included in cash flows from investing activities (17,609) Acquisition-related costs have been charged to general and administrative expenses in consolidated statement of comprehensive income for the year ended 31 December 2017. For the year ended 31 December 2017, no revenue is included in consolidated statement of comprehensive income since 28 December 2017 contributed by Chengdu Yueji. There is no gain or loss contributed by Chengdu Yueji over the same period. The following table set out the pro-forma revenue and profit after tax of the Group had the acquisition taken place from 1 January 2016: 2016 2017 RMB’000 RMB’000 Pro forma consolidated statement of comprehensive income: Revenue 606,876 723,819 Profit/(loss) after tax 93,964 (67,348) (c) On 28 May 2018, the Group acquired additional 49% of the equity interest of Hangzhou Pengai Aesthetic Medical Clinic Co., Ltd. (“Hangzhou Pengai”) at a consideration of RMB6,000,000. Hangzhou Pengai became a 100% subsidiary of the Company since then. The following table summarises the consideration paid for Hangzhou Pengai. RMB’000 Total consideration Fair value of the previously held equity interest in an associate at the acquisition date 6,245 Cash consideration 6,000 12,245 The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 2,022 Intangible assets 1,175 Other receivables 5,006 Inventories 188 Property, plant and equipment 6,365 Trade payables and other payables (5,779) Contract liabilities (936) Deferred income tax liabilities (283) Net identifiable assets acquired 7,758 Add: goodwill (Note 14) 4,487 Net assets acquired 12,245 An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash consideration (5,000) Cash and cash equivalents 2,022 Net outflow of cash and cash equivalents included in cash flows from investing activities (2,978) As at 31 December 2018, the consideration payable balance in relation to the acquisition of Hangzhou Pengai is RMB1,000,000. Acquisition‑related costs have been charged to general and administrative expenses in consolidated statement of comprehensive income for the year ended 31 December 2018. For the year ended 31 December 2018, the revenue included in consolidated statement of comprehensive income since 28 May 2018 contributed by Hangzhou Pengai was RMB9,613,000. Hangzhou Pengai also contributed profit of RMB298,000 over the same period. The following table set out the pro‑forma revenue and profit after tax of the Group had the acquisition taken place from 1 January 2018: 2018 RMB’000 Pro forma consolidated statement of comprehensive income: Revenue 765,406 Loss after tax (312,224) (d) Jinan Pengai Medical Aesthetic Clinic Co.,Ltd. In January 2017, the Group disposed of its entire 95% equity interest in Jinan Pengai Medical Aesthetic Clinic Co., Ltd. ("Jinan Pengai") to an independent third party (the "Buyer") at a consideration of RMB13,450,000. As of 31 December 2018, the consideration receivable balance in relation to the disposal was RMB13,450,000. In January 2019, after due negotiation about the settlement of the consideration receivable between the Group and the Buyer, the Group entered into an agreement with the Buyer to acquire back the 95% equity interest in Jinan Pengai at a consideration of RMB13,450,000. As a result of the acquisition, the Group is expected to increase its presence in Jinan. The goodwill of approximately RMB8,849,000 arising from the acquisition is attributable to synergies expected to be generated from the acquisition. None of the goodwill recognised is expected to be deductible for income tax purpose. The following table summarises the consideration paid for Jinan Pengai. RMB’000 Purchase consideration Settlement of receivable due from the Buyer 13,450 Settlement of pre-existing balance with Jinan Pengai 1,190 Total purchase consideration 14,640 The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 66 Trade receivables and other receivables 1,638 Inventories 367 Properties, plant and equipment 5,324 Intangible assets 4,630 Trade payables and other payables (1,544) Lease liabilities (3,331) Deferred tax liabilities (1,054) Non-controlling interest (305) Net identifiable assets acquired 5,791 Add: goodwill (Note 14) 8,849 Net assets acquired 14,640 An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash paid — Cash and cash equivalents 66 Net inflow of cash and cash equivalents included in cash flows from investing activities 66 Acquisition‑related costs have been charged to general and administrative expenses in consolidated statement of comprehensive income for the year ended 31 December 2019. For the year ended 31 December 2019, the revenue included in consolidated statement of comprehensive income since 1 January 2019 contributed by Jinan Pengai was approximately RMB10,107,000. Jinan Pengai also contributed loss of approximately RMB2,791,000 over the same period. (e) Shenzhen Pengai Yueji Medical Aesthetic Clinic Co. Ltd. In March 2019, the Group acquired an additional 30% equity interest of Shenzhen Pengai Yueji Medical Aesthetic Clinic Co., Ltd. ("Shenzhen Yueji") at a consideration of RMB30,000,000. This resulted in an increase of the Company's equity interest of Shenzhen Yueji from 30% to 60%. Shenzhen Yueji became a subsidiary of the Company since then. The following table summarises the consideration for this transaction. RMB’000 Total consideration Fair value of the previously held equity interest in Shenzhen Yueji at the acquisition date 30,000 Cash consideration 30,000 Settlement of pre-existing balance with Shenzhen Yueji 19,442 79,442 The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 1,054 Trade and other receivables 8,056 Inventories 1,966 Property, plant and equipment 43,081 Intangible assets 38,840 Trade payables and other payables (10,491) Borrowings (3,400) Lease liabilities (26,057) Income tax payable (131) Deferred tax liabilities (8,323) Non-controlling interest (17,838) Net identifiable assets acquired 26,757 Add: goodwill (Note 14) 52,685 Net assets acquired 79,442 An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash paid (30,000) Cash and cash equivalents 1,054 Net outflow of cash and cash equivalents included in cash flows from investing activities (28,946) Acquisition-related costs have been charged to general and administrative expenses in consolidated statement of comprehensive income for the year ended 31 December 2019. For the year ended 31 December 2019, the revenue included in consolidated statement of comprehensive income since 1 April 2019 contributed by Shenzhen Yueji was approximately RMB54,913,000. Shenzhen Yueji also contributed profit of approximately RMB5,353,000 over the same period. The following table set out the pro-forma revenue and profit after tax of the Group had the acquisition taken place from 1 January 2019: 2019 RMB’000 Pro forma consolidated statement of comprehensive income: Revenue 895,456 Profit after tax 85,040 |
Disposals of subsidiaries
Disposals of subsidiaries | 12 Months Ended |
Dec. 31, 2019 | |
Disposals of subsidiaries | |
Disposals of subsidiaries | 31 Disposals of subsidiaries (a) Jinan Pengai Aesthetic Medical Hospital Co., Ltd. (“Jinan”) On 1 January 2017, the Group disposed its entire interest in Jinan to an individual third party. Details of the net assets of Jinan disposed of and their financial impacts are summarised as follows: 2017 RMB’000 Net assets disposed of: Property, plant and equipment 1,897 Intangible assets 8,163 Goodwill 2,094 Deferred income tax assets 77 Inventories 630 Other receivables, deposits and prepayments 6,009 Current income tax recoverable 33 Cash and cash equivalents 105 Deferred income tax liabilities (2,041) Trade payables (149) Accruals, other payables and provisions (3,922) Deferred revenue (14) Non-controlling interests (654) Net assets of subsidiary 12,228 Gain on disposal of subsidiary 1,222 Cash consideration 13,450 As at 31 December 2017 and 2018, the consideration receivable balance in relation to the disposal of Jinan is RMB13,450,000. In January 2019, after due negotiation about the settlement of the consideration receivable between the Group and the third party buyer of Jinan, the Group entered into an agreement with the third party buyer of Jinan to acquire back the entire equity interest of Jinan at the same amount of consideration. (b) On 1 January 2017, the Group disposed its entire interest in Nishizhen to an individual third party. Details of the net assets of Nishizhen disposed of and their financial impacts are summarised as follows: 2017 RMB’000 Net assets disposed of: Property, plant and equipment 3,658 Intangible assets 146 Goodwill 1,227 Other receivables, deposits and prepayments 563 Current income tax recoverable 281 Cash and cash equivalents 244 Deferred income tax liabilities (35) Trade payables (28) Accruals, other payables and provisions (96) Non-controlling interests (625) Net assets of subsidiary 5,335 Gain on disposal of subsidiary 515 Cash consideration 5,850 An analysis of the net outflow of cash and cash equivalents in respect of the disposal of the Nishizhen is as follows: 2017 RMB’000 Cash consideration 5,850 Cash and cash equivalents disposed of (244) Net cash inflow in respect of disposal of Nishizhen 5,606 (c) Beijing Aomei Yixin Investment Consultation Company (“Beijing Aomei”) On 11 January 2018, the Group disposed its entire interest in Beijing Aomei to an individual third party. Details of the net assets of Beijing Aomei disposed of and their financial impacts are summarised as follows: RMB’000 Net assets disposed of: Property, plant and equipment 2,273 Intangible assets 19 Goodwill 572 Deferred income tax assets 1,273 Inventory 691 Trade receivables 79 Other receivables, deposits and prepayments 778 Current income tax recoverable 18 Cash and cash equivalents 2,273 Trade payables (257) Accruals, other payables and provisions (2,733) Non-controlling interests 85 Net assets of subsidiary 5,071 Loss on disposal of subsidiary (191) Cash consideration 4,880 An analysis of the net outflow of cash and cash equivalents in respect of the disposal of the Beijing Aomei is as follows: 2018 RMB’000 Cash received during 2018 3,200 Cash and cash equivalents disposed of (2,273) Net cash inflow in respect of disposal of Beijing Aomei 927 As at 31 December 2018 and 2019, the consideration receivable balance in relation to the disposal of Beijing Aomei is RMB1,680,000. (d) Yantai Pengai Aesthetic Medical Hospital Co., Ltd. (“Yantai Pengai”) In January 2019, the Group disposed of its entire equity interest in Yantai Pengai to an individual third party. Details of the net assets of Yantai Pengai disposed of and their financial impacts are summarised as follows: RMB’000 Net assets disposed of: Property, plant and equipment 10,540 Goodwill 367 Inventories 157 Trade and other receivables 5,891 Cash and cash equivalents 241 Income tax payable (271) Trade payables and other payables (1,834) Accruals, other payables and provisions (4,683) Contract liabilities (133) Lease liabilities (8,079) Non-controlling interests (609) Net assets of subsidiary 1,587 Gain on disposal of subsidiary 3,301 Cash consideration 4,888 An analysis of the net outflow of cash and cash equivalents in respect of the disposal of the Yantai Pengai is as follows: RMB’000 Cash received 3,160 Cash and cash equivalents disposed of (241) Net cash inflow in respect of disposal of Yantai Pengai 2,919 As at 31 December 2019, the consideration receivable balance in relation to the disposal of Yantai Pengai is approximately RMB728,000. (e) Baotou Pengai Yueji Medical Aesthetic Clinic Co., Ltd. (“Baotou Pengai”) In May 2019, the Group disposed of its 5% equity interest of Baotou Pengai to an individual third party. As a result, the equity interest of Baotou Pengai held by the Group was decreased from 51% to 46% and the Group lost the control. Details of the net assets of Baotou Pengai disposed of and their financial impacts are summarised as follows: RMB’000 Net assets disposed of: Property, plant and equipment 7,191 Intangible assets 16 Deferred tax assets 182 Inventory 236 Other receivables 682 Current income tax recoverable 14 Cash and cash equivalents 1,465 Trade and other payables (5,560) Contract liabilities (17) Lease liabilities (367) Non-controlling interests (1,932) Net assets of subsidiary 1,910 Loss on disposal of subsidiary (261) 1,649 Satisfied by: Cash consideration 150 Fair value of the equity interest in an associate at the acquisition date 1,499 Total consideration 1,649 An analysis of the net outflow of cash and cash equivalents in respect of the disposal of the Baotou Pengai is as follows: 2019 RMB’000 Cash received 150 Cash and cash equivalents disposed of (1,465) Net cash outflow in respect of disposal of Baotou Pengai (1,315) |
Transactions with non-controlli
Transactions with non-controlling interests | 12 Months Ended |
Dec. 31, 2019 | |
Transactions with non-controlling interests | |
Transactions with non-controlling interests | 32 Transactions with non‑controlling interests During the year ended 31 December 2017, 2018 and 2019, the Group completed the following transactions with non‑interesting interests and the impact are as below: Debit to Total net (Debit)/credit non-controlling (debit)/credit to For the year ended 31 December 2017 to other reserve interests Equity RMB’000 RMB’000 RMB’000 Acquisition of additional interests in a subsidiary: — Huizhou Pengai Aesthetic Medical Hospital Co. Ltd. (“Huizhou Pengai”) (Note a) (308) (982) (1,290) Disposal of interests in a subsidiary without loss of control: — Changsha Pengai Aesthetic Medical Clinic Co. Ltd. ("Changsha Pengai") (Note b) 426 (6) 420 118 (988) (870) Debit to Total net (Debit)/credit non-controlling (debit)/credit to For the year ended 31 December 2018 to other reserve interests Equity RMB’000 RMB’000 RMB’000 Acquisition of additional interests in a subsidiary: — Huizhou Pengai (Note c) 410 (590) (180) — Chongqing Pengai Aesthetic Medical Clinic Co., Ltd. ("Chongqing Pengai") (Note d) (3,820) (2,430) (6,250) Disposal of interests in a subsidiary without loss of control: — Shenzhen Pengai Xiuqi Medical Aesthetic Clinic Co. Ltd. ("Pengai Xiuqi") (Note e) — 1,320 1,320 — Guangzhou Pengai Medical Aesthetic Clinic Co., Ltd. ("Guangzhou Pengai") (Note f) 681 1,199 1,880 — Hangzhou Pengai Aesthetic Medical Clinic Co., Ltd. ("Hangzhou Pengai") (Note g) (350) 2,809 2,459 (3,079) 2,308 (771) Debit to Total net (Debit)/credit non-controlling (debit)/credit to For the year ended 31 December 2019 to other reserve interests Equity RMB’000 RMB’000 RMB’000 Acquisition of additional interests in a subsidiary: — Guangzhou Pengai (Note h) (1,946) (1,062) (3,008) — Hangzhou Pengai (Note i) (2,389) (2,517) (4,906) — Chongqing Pengai (Note j) (867) (383) (1,250) — Changsha Pengai (Note k) (539) (511) (1,050) Disposal of interests in a subsidiary without loss of control: — Guangzhou Pengai (Note l) 642 298 940 — Nanchang Pengai Aesthetic Medical Clinic Co., Ltd. (" Nanchang Pengai") (Note m) (161) 1,111 950 — Yantai Pengai Jiayan Cosmetic Surgery Hospital Co.,Ltd. ("Yantai Pengai Jiayan") (Note n) 12 488 500 (5,248) (2,576) (7,824) (a) Acquisition of additional interest in Huizhou Pengai 2017 RMB’000 Carrying amount of non-controlling interests acquired 982 Consideration paid to non-controlling interests (1,290) Excess of consideration paid to non-controlling interest recognised within equity (308) On 31 July 2017 and 30 September 2017, the Group purchased additional 1% and 4% equity interest respectively of Huizhou Pengai at consideration of RMB150,000 and RMB1,140,000 respectively which resulted in an increase in the Group’s equity interest in Huizhou Pengai from 57.5% to 62.5%. (b) Disposal of interest in Changsha Pengai without loss of control 2017 RMB’000 Carrying amount of non-controlling interests disposed of 6 Less: consideration received from non-controlling interest 420 Gain on disposal within equity 426 On 30 November 2017, the Group disposed 4% equity interest in Changsha Pengai at a total consideration of RMB420,000 which resulted in a decrease in the Group’s equity interest in Changsha Pengai from 83% to 79%. (c) Acquisition of additional interest in Huizhou Pengai 2018 RMB’000 Carrying amount of non-controlling interests acquired 590 Consideration paid to non-controlling interests (180) Gain on acquisition within equity On 24 July 2018, the Group purchased additional 3% equity interest of Huizhou Pengai at consideration of RMB180,000 which resulted in an increase in the Group’s equity interest in Huizhou Pengai from 62.5% to 65.5%. (d) Acquisition of additional interest in Chongqing Pengai 2018 RMB’000 Carrying amount of non‑controlling interests acquired 2,430 Consideration paid to non-controlling interests (6,250) Excess of consideration paid to non‑controlling interest recognised within equity (3,820) On 1 January 2018 and 27 August 2018, the Group purchased additional 15% and 10% equity interest respectively of Chongqing Pengai at consideration of RMB3,750,000 and RMB2,500,000 respectively which resulted in an increase in the Group’s equity interest in Chongqing Pengai from 70% to 95%. (e) Disposal of interest in Pengai Xiuqi without loss of control 2018 RMB’000 Carrying amount of non‑controlling interests disposed of (1,320) Less: consideration received from non‑controlling interest 1,320 Gain on disposal within equity — On 10 October 2018 and 17 December 2018, the Group disposed 8% and 3% equity interest respectively in Pengai Xiuqi at a total consideration of RMB960,000 and RMB360,000 respectively which resulted in a decrease in the Group’s equity interest in Pengai Xiuqi from 100% to 89%. (f) Disposal of interest in Guangzhou Pengai without loss of control 2018 RMB’000 Carrying amount of non-controlling interests disposed of (1,199) Less: consideration received from non-controlling interest 1,880 Gain on disposal within equity 681 On 1 February 2018, the Group disposed 10% equity interest in Guangzhou Pengai at a total consideration of RMB1,880,000 which resulted in a decrease in the Group’s equity interest in Guangzhou Pengai from 95% to 85%. (g) Disposal of interest in Hangzhou Pengai without loss of control 2018 RMB’000 Carrying amount of non‑controlling interests disposed of (2,809) Less: consideration received from non‑controlling interest 2,459 Gain on disposal within equity (350) On 31 August 2018, the Group disposed 20% equity interest in Hagnzhou Pengai at a total consideration of RMB2,459,000 which resulted in a decrease in the Group’s equity interest in Hagnzhou Pengai from 100% to 80%. (h) Acquisition of interest in Guangzhou Pengai 2019 RMB’000 Carrying amount of non-controlling interests acquired 1,946 Consideration paid to non-controlling interests (3,008) Excess of consideration paid to non-controlling interest recognised within equity (1,062) On 24 June 2019 and 18 December 2019, the Group purchased additional 11% and 5% equity interest of Guagnzhou Pengai at consideration of RMB2,068,000 and RMB940,000 which resulted in an increase in the Group’s equity interest in Guangzhou Pengai from 85% to 96% and from 91% to 96%, respectively. (i) 2019 RMB’000 Carrying amount of non-controlling interests acquired 2,389 Consideration paid to non-controlling interests (4,906) Excess of consideration paid to non-controlling interest recognised within equity (2,517) On 12 June 2019, the Group purchased additional 20% equity interest of Hangzhou Pengai at consideration of RMB4,906,000 which resulted in an increase in the Group’s equity interest in Hangzhou Pengai from 80% to 100%. (j) 2019 RMB’000 Carrying amount of non-controlling interests acquired 867 Consideration paid to non-controlling interests (1,250) Excess of consideration paid to non-controlling interest recognised within equity (383) On 28 May 2019, the Group purchased additional 5% equity interest of Chongqing Pengai at consideration of RMB1,250,000 which resulted in an increase in the Group’s equity interest in Chongqing Pengai from 95% to 100%. (k) 2019 RMB’000 Carrying amount of non-controlling interests acquired 539 Consideration paid to non-controlling interests (1,050) Excess of consideration paid to non-controlling interest recognised within equity (511) On 10 December 2019, the Group purchased additional 10% equity interest of Changsha Pengai at consideration of RMB1,050,000 which resulted in an increase in the Group’s equity interest in Changsha Pengai from 79% to 89%. (l) 2019 RMB’000 Carrying amount of non-controlling interests disposed of (642) Less: consideration received from non-controlling interest 940 Gain on disposal within equity 298 On 24 June 2019, the Group disposed 5% equity interest in Guangzhou Pengai at a total consideration of RMB940,000 which resulted in a decrease in the Group’s equity interest in Guangzhou Pengai from 96% to 91%. (m) Disposal of interest in Nanchang Pengai without loss of control 2019 RMB’000 Carrying amount of non-controlling interests disposed of 161 Less: consideration received from non-controlling interest 950 Gain on disposal within equity 1,111 On 1 June 2019, the Group disposed 19% equity interest in Nanchang Pengai at a total consideration of RMB950,000 which resulted in a decrease in the Group’s equity interest in Nanchang Pengai from 70% to 51%. (n) 2019 RMB’000 Carrying amount of non-controlling interests disposed of (12) Less: consideration received from non-controlling interest 500 Gain on disposal within equity 488 On 16 May 2019, the Group disposed 5% equity interest in Yantai Pengai Jiayan at a total consideration of RMB500,000 which resulted in a decrease in the Group’s equity interest in Yantai Pengai Jiayan from 94% to 89%. |
Share based compensation
Share based compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share based compensation | |
Share based compensation | 33 Share based compensation The Group has adopted a share-based compensation plan, namely the Aesthetic Medical International Holdings Group Limited Share Incentive Plan, (the “Share Incentive Plan”). The Share Incentive Plan was approved by the board of directors of the Company on 1 June 2019. According to the Share Incentive Plan, 5,940,452 ordinary shares were held as treasury shares of the Company as of 31 December 2019. These ordinary shares have been reserved to be issued to any qualified employees, directors and consultant as determined by the board of directors of the Company. The options will be exercisable only if option holders continue their employment before exercising the options. The maximum term of any issued stock option is ten years from the grant date. One-fourth (1/4) of granted options shall vest and become exercisable upon the first anniversary of the effective date of a registration statement covering any public offering of the Company’s securities (“First Vesting Date”). The remaining 75% of the total number of ordinary shares subject to the option shall vest in 36 equal monthly installments, with the first installment vesting on the last day of the month following First Vesting Date and an additional installment vesting on the last day of each of the 35 months thereafter. The option holder may elect at any time to exercise any part or all of the vested options before the expiry date. Movements in the number of options for the year ended 31 December 2018 and 2019 are as follows: Weighted- Weighted- Number of average average grant options exercise price date fair value RMB RMB Outstanding as of 1 January 2018 and 31 December 2018 — — — Granted during the year 5,940,452 0.007 28.01 Outstanding as of 31 December 2019 5,940,452 0.007 28.01 The fair value of share options were valued using Binomial option-pricing model. Assumptions used in the Binomial option-pricing model are presented below: Year ended 31 December 2019 Risk free interest rate 2.2 % Expected dividend yield Expected volatility 57.87 % Exercise multiples 2.2 Contractual life 10 Share options outstanding as of 31 December 2019 have the following expiry date and exercise prices: Share options as of Grant date Expiry date Exercise price 31 December 2019 1 June 2019 31 May 2029 US$0.001 5,940,452 Weighted average remaining contractual life of options outstanding at end of period: 9.06 The share-based compensation expenses of RMB47,788,000 has been charged to the consolidated statements of comprehensive income in the current year. |
Summarised financial informatio
Summarised financial information of subsidiaries with material non-controlling interests | 12 Months Ended |
Dec. 31, 2019 | |
Summarised financial information of subsidiaries with material non-controlling interests | |
Summarised financial information of subsidiaries with material non-controlling interests | 34 Summarised financial information of subsidiaries with material non‑controlling interests Set out below are the summarised financial information for each subsidiary that has non‑controlling interests that are material to the Group. As at 31 December 2017, 2018 and 2019, the non‑controlling interests attributable to these entities accounted for 77%, 70% and 88% of the total non‑controlling interests for the respective year end. Summarised balance sheets Huizhou Pengai Shanghai Pengai Chongqing Pengai 2017 2018 2019 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Current —Assets 19,210 17,166 17,897 11,368 12,092 17,168 9,117 10,699 6,891 —Liabilities (4,833) (2,988) (4,432) (3,176) (2,936) (14,387) (33,347) (33,867) (31,609) Total current net assets/(liabilities) 14,377 14,178 13,465 8,192 9,156 2,781 (24,230) (23,168) (24,718) Non‑current —Assets 2,176 2,124 2,429 2,456 3,108 3,656 33,188 30,928 51,114 —Liabilities — — — — — — — — (18,743) Total non‑current net assets 2,176 2,124 2,429 2,456 3,108 3,656 33,188 30,928 32,371 Net assets 16,553 16,302 15,894 10,648 12,264 6,437 8,958 7,760 7,653 Chengdu Yueji Xiuqi Pengai Haikou Pengai 2017 2018 2019 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Current —Assets 8,441 5,656 4,183 13,192 7,081 5,060 9,908 9,180 2,226 —Liabilities (3,566) (2,419) (6,267) (856) (12,776) (9,250) (2,053) (3,893) (12,738) Total current net assets/(liabilities) 4,875 3,237 (2,084) 12,336 (5,695) (4,190) 7,855 5,287 (10,512) Non‑current —Assets 3,905 5,515 11,803 137 17,578 27,838 1,349 4,563 25,174 —Liabilities — — (5,689) — — (2,262) — — (6,458) Total non‑current net assets 3,905 5,515 6,114 137 17,578 25,576 1,349 4,563 18,716 Net assets 8,780 8,752 4,030 12,473 11,883 21,386 9,204 9,850 8,204 Shenzhen Yueji Shenzhen Yuexin Nanchang Pengai 2017 2018 2019 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Current - Assets n/a n/a 17,627 n/a n/a 2,125 7,075 6,243 4,426 - Liabilities n/a n/a (20,648) n/a n/a (21,540) (980) (794) (1,305) Total current net assets/(liabilities) n/a n/a (3,021) n/a n/a (19,415) 6,095 5,449 3,121 Non-current - Assets n/a n/a 9,153 n/a n/a 33,742 854 1,014 893 - Liabilities n/a n/a — n/a n/a (16,256) — — — Total non-current net assets n/a n/a 9,153 n/a n/a 17,486 854 1,014 893 Net assets/(liabilities) n/a n/a 6,132 n/a n/a (1,929) 6,949 6,463 4,014 Yantai Pengai Jiayan Ninghai Pengai 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Current - Assets n/a 5,443 13,614 n/a n/a 1,696 - Liabilities n/a (14,501) (23,564) n/a n/a (1,060) Total current net (liabilities)/assets n/a (9,058) (9,950) n/a n/a 636 Non-current - Assets n/a 18,473 38,441 n/a n/a 3,856 - Liabilities n/a — (18,299) n/a n/a (424) Total non-current net assets n/a 18,473 20,142 n/a n/a 3,432 Net assets n/a 9,415 10,192 n/a n/a 4,068 Summarised statements of comprehensive income Huizhou Pengai Shanghai Pengai Chongqing Pengai 2017 2018 2019 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue 36,517 33,996 35,184 43,565 38,685 33,834 34,750 37,167 53,701 Profit/(loss) before income tax 9,195 7,299 5,170 4,748 4,073 689 (8,224) (1,424) (317) Income tax (expense)/credit (1,749) (1,796) (1,293) (465) (994) (172) 2,056 226 79 Profit/(loss) and total comprehensive income/(loss) for the year 7,446 5,503 3,878 4,283 3,079 517 (6,168) (1,198) (238) Total comprehensive income/(loss) allocated to non‑controlling interests 3,059 2,174 1,338 926 527 77 (1,850) (257) — Dividend paid to non‑controlling interests 2,378 — 1,478 — — 1,463 — — — Chengdu Yueji Xiuqi Pengai Haikou Pengai 2017 2018 2019 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue 2,532 32,866 23,766 2,885 34,599 33,057 21,300 24,165 25,458 Profit/(loss) before income tax 1,542 27 (4,722) 630 (774) 8,678 4,362 4,806 2,001 Income tax (expense)/credit (1,435) (56) — (158) 206 803 (1,036) (1,209) (500) Profit/(loss) and total comprehensive income/(loss) for the year 107 (29) (4,722) 472 (568) 9,481 3,326 3,597 1,501 Total comprehensive income/(loss) allocated to non‑controlling interests — (9) (1,515) — (32) 1,043 436 468 195 Dividend paid to non‑controlling interests — — — — — — — — 407 Shenzhen Yueji Shenzhen Yuexin Nanchang Pengai 2017 2018 2019 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue n/a n/a 20,809 n/a n/a 33,057 8,767 6,332 2,198 Profit/(loss) before income tax n/a n/a 4,897 n/a n/a 8,678 1,164 (650) (2,449) Income tax (expense)/credit n/a n/a (1,224) n/a n/a 803 (356) 164 — Profit/(loss) and total comprehensive income/(loss) for the year n/a n/a 3,673 n/a n/a 9,481 808 (487) (2,449) Total comprehensive income/(loss) allocated to non-controlling interests n/a n/a 1,469 n/a n/a 1,043 242 (146) (898) Dividend paid to non-controlling interests n/a n/a — n/a n/a — 309 — — Yantai Pengai Jiayan Ninghai Pengai 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue n/a — 32,668 n/a n/a 5,211 Profit/(loss) before income tax n/a (779) 1,036 n/a n/a 1,182 Income tax (expense)/credit n/a 195 (259) n/a n/a (113) Profit/(loss) and total comprehensive income/(loss) for the year n/a (584) 777 n/a n/a 1,069 Total comprehensive income/(loss) allocated to non-controlling interests n/a (175) 85 n/a n/a 524 Dividend paid to non-controlling interests n/a — — n/a n/a — Summarised statements of cash flows Huizhou Pengai Shanghai Pengai Chongqing Pengai 2017 2018 2019 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cash flows from operating activities Cash generated from operations 4,117 8,557 5,488 3,217 1,083 11,170 717 1,695 3,280 Income tax paid (891) (2,801) (715) (869) (1,764) (436) — (48) (349) Net cash generated from operating activities 3,226 5,756 4,773 2,348 (681) 10,734 717 1,647 2,931 Net cash used in investing activities (144) (5,986) (708) (400) (2,124) (833) (2,524) (909) (4,487) Net cash generated from financing activities (2,378) — (4,285) — — — — — — Net increase in cash and cash equivalents 704 (230) (220) 1,948 (2,805) 9,901 (1,807) 738 (1,556) Cash and cash equivalents at beginning of the year 173 877 647 1,590 3,538 733 3,002 1,195 1,933 Cash and cash equivalents at end of the year 877 647 427 3,538 733 10,634 1,195 1,933 377 Chengdu Yueji Xiuqi Pengai Haikou Pengai 2017 2018 2019 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cash flows from operating activities Cash generated from/(used in) operations 7,949 3,363 (1,279) (11,863) 19,570 4,417 3,694 5,662 14,810 Income tax paid (952) (1,380) (347) — (191) — (1,048) (976) (492) Net cash generated from/(used in) operating activities 6,997 1,983 (1,626) (11,863) 19,379 4,417 2,646 4,686 14,318 Net cash used in investing activities (2,346) (2,007) (245) 11,863 (18,853) (4,756) (1,866) (5,962) (14,437) Net cash (used in)/generated from financing activities (2,359) — — — — — — — (423) Net increase/ (decrease) in cash and cash equivalents 2,292 (24) (1,871) — 526 (339) 780 (1,276) (542) Cash and cash equivalents at beginning of the year 99 2,391 2,367 — — 526 1,114 1,894 618 Cash and cash equivalents at end of the year 2,391 2,367 496 — 526 187 1,894 618 76 Shenzhen Yueji Shenzhen Yuexin Nanchang Pengai 2017 2018 2019 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cash flows from operating activities Cash generated from/(used in) operations n/a n/a 3,815 n/a n/a 3,545 1,938 567 (221) Income tax paid n/a n/a (1) n/a n/a — (450) (456) 134 Net cash generated from/(used in) operating activities n/a n/a (3,814) n/a n/a 3,545 1,488 111 (87) Net cash used in investing activities n/a n/a (3,776) n/a n/a (4,266) (214) (7) (1) Net cash (used in)/generated from financing activities n/a n/a 600 n/a n/a — (1,470) — — Net increase/ (decrease) in cash and cash equivalents n/a n/a 638 n/a n/a (721) (196) 105 (88) Cash and cash equivalents at beginning of the year n/a n/a 187 n/a n/a 867 202 5 110 Cash and cash equivalents at end of the year n/a n/a 825 n/a n/a 147 5 110 22 Yantai Pengai Jiayan Ninghai Pengai 2017 2018 2019 2017 2018 2019 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Cash flows from operating activities Cash generated from/(used in) operations n/a 7,072 4,278 n/a n/a 1,352 Income tax paid n/a — (35) n/a n/a — Net cash generated from/(used in) operating activities n/a 7,072 4,243 n/a n/a 1,352 Net cash used in investing activities n/a (16,690) (3,161) n/a n/a (3,479) Net cash (used in)/generated from financing activities n/a 10,000 — n/a n/a 3,000 Net increase/ (decrease) in cash and cash equivalents n/a 382 1,082 n/a n/a 873 Cash and cash equivalents at beginning of the year n/a — 382 n/a n/a — Cash and cash equivalents at end of the year n/a 382 1,464 n/a n/a 873 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Commitments | |
Commitments | 35 Commitments (a) Capital commitments 2018 2019 RMB’000 RMB’000 Contracted but not provided for —Property, plant and equipment 106 19 —Investments — 10,060 106 10,079 (b) The Group leases premises for aesthetic healthcare services and offices under non‑cancellable operating agreements. The lease terms are between 3 and 9 years, and majority of lease agreements are renewable at the end of the lease period at market rate. From 1 January 2019, the Group has recognised right-of-use assets for these leases, except for short-term as stated in note 2.2.1 and note 11. The future aggregate minimum lease payments under non‑cancellable operating leases as follows: 2018 2019 RMB’000 RMB’000 Not later than 1 year 34,426 80 Later than 1 year and not later than 5 years 98,416 — Later than 5 years 68,444 — 201,286 80 (c) Certain subsidiaries of the Company have been named as defendants in several litigations in the PRC. The maximum amount of the damages claimed by the plaintiffs amounted to an aggregate of approximately RMB5,522,000. The Group believes these claims are without merits and will defend vigorously. The Group considers that the likelihood of an unfavorable outcome is not probable and no accrual has been recorded by the Group as of 31 December 2019 in respect of these claims. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related party transactions | |
Related party transactions | 36 Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, common significant influence or joint control. Members of key management and their close family member of the Group are also considered as related parties. The following significant transactions were carried out between the Group and its related parties in addition to the related party information shown elsewhere in these consolidated financial statements. In the opinion of the directors of the Company, the related party transactions were carried out in the normal course of business and at terms negotiated between the Group and the respective related parties. (a) Transactions with related parties 2018 2019 RMB’000 RMB’000 Rental expenses, depreciation and interest expense ( Note i ) – A related company 1,940 2,269 – Non‑controlling interests 1,992 1,220 Acquisition of additional interest in subsidiaries —A director 6,250 9,274 License income from an associate —An associate 5,983 — Service fee expenses —A related company 5,000 2,500 Interest expense from convertible note —A shareholder 4,660 4,145 Note i : The amounts represented rental expenses for the year ended 31 December 2018. As the Group applied IFRS 16 since 1 January 2019, such transactions have been classified and presented as depreciation of the right-of-use assets and interest expense accrued over the lease liabilities for the year ended 31 December 2019. (b) Balances with related parties 2018 2019 RMB’000 RMB’000 Current (Note i) Amounts due from related parties Amounts due from related companies 18,070 628 Amounts due from related parties — — Amounts due from directors 24,777 — Amounts due from non‑controlling interests 12,507 2,473 55,354 3,101 Amounts due to related parties Amounts due to related companies 14 622 Amounts due to non‑controlling interests 204 4 218 626 Note i: Balances due from/to related parties are unsecured, interest free, repayable on demand and are denominated in RMB. Their carrying values approximate to their fair values. (c) Key management includes directors and senior managements. The compensation paid or payable to key management for employee services is shown below: 2018 2019 RMB’000 RMB’000 Basic salaries and bonus 18,653 19,237 Share based compensation — 33,003 Pension costs - defined contribution plans 226 257 18,879 52,497 (d) Personal guarantees from Dr. Zhou Pengwu, Dr. Zhou Yitao and Ms. Ding Wenting and corporate guarantee from a related company controlled by Dr. Zhou Pengwu 2018 2019 RMB’000 RMB’000 Bank borrowings of the Group secured by personal guarantees from Dr. Zhou Pengwu, Dr. Zhou Yitao and Ms. Ding Wenting and corporate guarantee from a related company 23,967 61,125 |
Particulars of the subsidiaries
Particulars of the subsidiaries | 12 Months Ended |
Dec. 31, 2019 | |
Particulars of the subsidiaries | |
Particulars of the subsidiaries | 37 Particulars of the subsidiaries The following is a list of the principal subsidiaries at 31 December 2018 and 2019: Place of incorporation/ Registered capital/ Interest held Name establishment issued share capital Principal activities 2018 2019 Directly hold: Dragon Jade Holdings Limited British Virgin Islands (The “BVI”) Registered capital of 1 share without par value Investment holding and provision of management services 100 % 100 % ( 龍翠控股有限公司 ) Stargaze Wealth Limited BVI Registered capital of 50,000 shares without par value Investment holding and provision of management services 100 % 100 % ( 遙望星空有限公司 ) Indirectly hold: Peng Oi Investment (Hong Kong) Holdings Limited Hong Kong 10,000 ordinary shares Investment holding and provision of management services 100 % 100 % ( 鵬愛投資 ( 香港 ) 集團有限公司 ) Peng Yida Business Consulting (Shenzhen) Co.,Ltd The PRC Registered capital of Hong Kong dollar 98,000,000 Investment holding and provision of management services 100 % 100 % ( 鵬意達商務諮詢 ( 深圳 ) 有限公司 ) Shenzhen Pengai Hospital Investment Management Co., Ltd. The PRC Registered capital of RMB10,000,000 Investment holding and provision of management services 100 % 100 % ( 深圳鵬愛醫院投資管理有限公司 ) China Aesthetic Healthcare Holdings (Singapore) Pte. Ltd. Singapore Singapore dollars 10 Investment holding and provision of management services 100 % 100 % ( 中國醫美控股 ( 新加坡 ) 有限公司 ) Shenzhen Pengcheng General Hospital Co., Ltd. The PRC Registered capital of RMB36,000,000 Provision of aesthetic medical services and general healthcare services 100 % 100 % ( 深圳鵬程醫院有限公司 ) Shenzhen Pengai Aesthetic Medical Hospital Co., Ltd. The PRC Registered capital of RMB30,000,000 Provision of aesthetic medical services 100 % 100 % ( 深圳鵬愛醫療美容醫院有限公司 ) Shenzhen Pengai Beauty Promise Cosmetic Co., Ltd. The PRC Registered capital of RMB100,000 Sales of cosmetic products 100 % 100 % ( 深圳市鵬愛美麗約定美容有限公司 ) Nanchang Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB5,000,000 Provision of aesthetic medical services 70 % 51 % ( 南昌鵬愛醫療美容門診部有限公司 ) Haikou Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB3,000,000 Provision of aesthetic medical services 87 % 87 % ( 海口鵬愛醫療美容門診部有限公司 ) Huizhou Pengai Aesthetic Medical Hospital Co., Ltd. The PRC Registered capital of RMB6,000,000 Provision of aesthetic medical services 65.5 % 65.5 % ( 惠州鵬愛醫療美容醫院有限公司 ) Shenzhen Guangji General Clinic Co., Ltd. The PRC Registered capital of RMB6,000,000 Provision of aesthetic medical and general healthcare services 100 % — ( 深圳廣濟門診部有限公司 ) Jinan Pengai Aesthetic Medical Hospital Co., Ltd. The PRC Registered capital of RMB5,210,000 Provision of aesthetic medical services — 95 % ( 濟南鵬愛美容整形醫院有限公司 ) Place of incorporation/ Registered capital/ Interest held Name establishment issued share capital Principal activities 2018 2019 Yantai Pengai Aesthetic Medical Hospital Co., Ltd. The PRC Registered capital of RMB7,290,000 Provision of aesthetic medical services 94 % — ( 煙台鵬愛美容整形醫院有限公司 ) Shanghai Nishizhen Medical Technology Co., Ltd. The PRC Registered capital of RMB500,000 Provision of medical aesthetic technical consulting and management services 100 % 100 % ( 上海逆時針醫療科技有限公司 ) Shenzhen Pengai Culture Broadcast Co., Ltd. The PRC Registered capital of RMB1,000,000 Provision of cultural, artistic activities, corporate image, exhibition planning and advertising service 100 % 100 % ( 深圳市鵬愛文化傳播有限公司 ) Changsha Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB500,000 Provision of aesthetic medical services 79 % 89 % ( 長沙鵬愛醫療美容有限公司 ) Shanghai Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB2,500,000 Provision of aesthetic medical services 80 % 80 % ( 上海鵬愛醫療美容門診部有限公司 ) Newa Medical Aesthetics Limited Hong Kong 1,000,000 ordinary shares Provision of aesthetic medical services 100 % 100 % Chongqing Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB2,500,000 Provision of aesthetic medical services 95 % 100 % ( 重慶鵬愛醫療美容門醫院有限公司 ) Guangzhou Pengai Medical Aesthetic Clinic Co., Ltd. The PRC Registered capital of RMB9,660,000 Provision of aesthetic medical services 85 % 85 % ( 廣州鵬愛醫療美容門診部有限公司 ) Shenzhen Pengai Xiuqi Medical Aesthetic Clinic Co. Ltd. The PRC Registered capital of RMB12,000,000 Provision of aesthetic medical services 89 % 89 % ( 深圳鵬愛秀琪醫療美容醫院有限公司 ) Baotou Pengai Yueji Medical Aesthetic Clinic Co. Ltd. (“Baotou Yueji”) The PRC Registered capital of RMB3,000,000 Provision of aesthetic medical services 51 % 51 % ( 包頭鵬愛悅己醫療美容門診有限公司 ) Yinchuanshi Pengai Yueji Aesthetic Medical Clinic Co. Ltd. The PRC Registered capital of RMB3,000,000 Provision of aesthetic medical services 51 % 51 % ( 銀川市鵬愛悅己醫療美容門診部有限公司 ) Chengdu Pengai Yueji Medical Aesthetic Clinic Co., Ltd. ( 成都鵬愛悅己醫療美容門診部有限公司 ) The PRC Registered capital of RMB3,000,000 Provision of aesthetic medical services 70 % 70 % Hangzhou Pengai Aesthetic Medical Clinic Co., Ltd. ( 杭州 鹏爱医疗美容门诊部有限公司 ) The PRC Registered capital of RMB2,500,000 Provision of aesthetic medical services 80 % 80 % |
Additional information_ condens
Additional information: condensed financial statements of the Company | 12 Months Ended |
Dec. 31, 2019 | |
Additional information: condensed financial statements of the Company | |
Additional information: condensed financial statements of the Company | 38 Additional information: condensed financial statements of the Company The condensed financial statements of Aesthetic Medical International Holdings Group Limited have been prepared in accordance with Securities and Exchange Commission Regulation S‑X Rule 5‑04 and Rule 12‑04. The Company records its investments in subsidiaries under the equity method of accounting. Such investments and loans to subsidiaries are presented on the condensed financial statements as “Investment in subsidiaries and due from subsidiaries” and the profit of the subsidiaries is presented as “Profit from subsidiaries” in the condensed statements of comprehensive income. The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these financial statements should be read in conjunction with the notes to the consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with IFRS have been condensed or omitted. As of December 31, 2018 and 2019, there were no material contingencies, significant provisions for long‑term obligations, or guarantees of the Company, except for those, if any, which have been separately disclosed in the consolidated financial statements. Condensed balance sheets of the parent company 2018 2019 RMB’000 RMB’000 ASSETS Non‑current assets Investments in subsidiaries and due from subsidiaries 458,056 538,898 Current assets Other receivables, deposits and prepayments 4,200 504 Cash and cash equivalents 26,932 65,558 31,132 66,062 Total assets 489,188 604,960 EQUITY AND LIABILITIES Equity attributable to owners of the Company Share capital 265 428 Other reserves (249,621) 590,170 Total (deficit)/equity (249,356) 590,598 LIABILITIES Non‑current liabilities Convertible redeemable preferred shares 476,112 — Convertible note 70,598 — Exchangeable note liabilities 185,745 — Derivative financial instrument 301 — 732,756 — Current liabilities Accruals, other payables and provisions 5,788 14,362 Total liabilities 738,544 14,362 Total equity and liabilities 489,188 604,960 Condensed statements of comprehensive income of the parent company 2017 2018 2019 RMB’000 RMB’000 RMB’000 Profit from subsidiaries 71,644 55,581 40,231 Selling expenses — (1,537) (1,889) General and administrative expenses (14,206) (9,252) (72,908) Finance income — 14 — Finance costs (4,816) (4,660) (4,144) Fair value loss of convertible redeemable preferred shares (85,461) (226,248) 136,656 Fair value loss of convertible note (1,283) (9,152) (5,193) Fair value loss of exchangeable note liabilities (38,307) (56,925) 45,274 Fair value loss of derivative financial instrument — (301) 301 (Loss)/profit before income tax (72,429) (252,480) 138,328 Income tax expense — — — (Loss)/profit for the year (72,429) (252,480) 138,328 Other comprehensive income: Items that may be subsequently reclassified to profit or loss Currency translation differences (215) 1,088 672 Total other comprehensive (loss)/income for the year, net of tax (215) 1,088 672 Total comprehensive (loss)/income for the year (72,644) (251,392) 139,000 Condensed statements of cash flows of the parent company 2017 2018 2019 RMB’000 RMB’000 RMB’000 Net cash generated from/(used in) operating activities (36,026) (13,517) (55,411) Net cash (used in)/from investing activities (11) 14 (7,940) Net cash (used in)/generated from financing activities (4,816) 21,040 101,977 Net (decrease)/increase in cash and cash equivalents (40,853) 7,537 38,626 Cash and cash equivalents at beginning of the year 60,248 19,395 26,932 Cash and cash equivalents at end of the year 19,395 26,932 65,558 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent events | |
Subsequent events | 39 Subsequent events In November 2019, the Group entered into agreement to acquire 80% of equity interest of Shanghai Pengai Jiayan Aesthetic Medical Clinic Co., Ltd. (“Shanghai Pengai Jiayan”) with consideration of RMB13.5million. The transaction has been completed in March 2020 and Shanghai Pengai Jiayan becomes a subsidiary of the Company since then. In March 2020, the Group entered into agreement to acquire 70% of equity interest of Xi’an New Pengai Yueji Aesthetic Medical Clinic Co., Ltd. (“Xi’an Pengai”) with an estimated consideration of RMB18million. After completion of the transaction, Xi’an Pengai will become a subsidiary of the Company. Since early 2020, there was an outbreak of COVID-19 in China, which has resulted in temporary shut down of the Group’s aesthetic treatment centers in February and March 2020. Please refer to Note 2.1 Basis of Preparation for details. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of significant accounting policies | |
Basis of preparation | Basis of preparation The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. These consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of convertible redeemable preferred shares (“Series A Preferred Shares”), convertible note, exchangeable note liabilities and derivative financial instrument, which were carried at fair value. Since early 2020, there was an outbreak of a novel of coronavirus, later named COVID-19, in China, which has spread rapidly to many parts of the world. In response to the outbreak and to contain the spread of COVID-19, the Chinese government took a number of actions, which included extending the Chinese New Year holiday, quarantine measures, travel restrictions and other actions. The Group temporarily shut down its aesthetic treatment centers in February and March 2020. By the end of March 2020, the Group had resumed business operation of all of its aesthetic treatment centers. Although the Group is in compliance with the requirements of local governments and puts health and safety in top priority, if any of the Group's employees or visiting customers is, or is suspected to be, infected with COVID-19, or exposed to confirmed patients of COVID-19, such person and the close contacts will be subject to quarantine requirements. This might expose the Group's customers, employees and their families to health and safety risks, and might lead to shortage of qualified personnel, or even temporary suspension of operation of the relevant aesthetic treatment center. The Group estimates its revenue for the first quarter of 2020 to decrease approximately by 50% as compared with the revenue of the first quarter of 2019. The Group is currently uncertain about the recovery of its business in the second quarter of 2020 but expects the market demand for aesthetic medical services may continue to be depressed. Although the current circumstances are dynamic and the impacts of COVID-19 on the Group’s business operations for the remaining period of 2020 are highly uncertain and cannot be reasonably estimated at this time, the Group anticipates COVID-19 will have a material adverse impact on its business, results of operations, financial condition and cash flows with potential continuing impact on the remainder periods in 2020. The Group anticipates that a reduction in revenue will result in reduction in cash flow generated from operations. The Group evaluates its financial and cash flow positions from time to time and intends to mitigate liquidity risk by implementing operational measures such as costs cutting and drawing down of unutilized borrowing facilities. Due to the aforementioned impact of COVID-19 and the RMB608,000 net current liabilities position of the Group as of 31 December 2019, the directors of the Company have prepared a cash flow forecast and considered the Group’s cash flows from future operations and available borrowing facilities to conclude that the Group has sufficient resources in the coming twelve months after the issuance date of this consolidated financial statements. Accordingly, the Group’s consolidated financial statements have been prepared on a going concern basis. The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4. |
Changes in accounting policy and disclosures | Changes in accounting policy and disclosures 2.2.1 New standards and amendments to standards adopted by the Group The following new standards and amendments to standards are mandatory for accounting periods beginning on or after 1 January 2019. Except described below, the adoption of these new standards and amendments to standards does not have significant impact to the results and financial position of the Group: IFRS 16 Leases Amendments to IFRS 9 Prepayment Features with Negative Compensation Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures IFRS Standards 2015 – 2017 Cycle Annual improvements Amendments to IAS 19 Plan Amendment, Curtailment or Settlement IFRIC – Int 23 Uncertainty over Income Tax Treatments IFRS 16 IFRS 16 has resulted in almost all leases being recognised on the statement of financial position, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The Group has adopted IFRS 16 from 1 January 2019 and has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening consolidated balance sheet on 1 January 2019. On adoption of IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 “Leases”. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 6.67%. In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard: · applying a single discount rate to a portfolio of leases with reasonably similar characteristics; · relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review – there were no onerous contracts as at 1 January 2019; and · accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases; The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made applying IAS 17 and Interpretation 4 Determining whether an Arrangement contains a Lease. As at 1 January 2019 RMB’000 Operating lease commitments disclosed at 31 December 2018 201,286 Discounted using lessee's incremental borrowing rate as of 1 January 2019 133,695 Less: short-term leases recognised on a straight-line basis as expense (588) Less: low value leases recognised on a straight-line basis as expense — Lease liabilities recognised as at 1 January 2019 133,107 Analysed into: Current lease liabilities 24,329 Non-current lease liabilities 108,778 133,107 The associated right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to the lease recognised in the consolidated balance sheet. The change in accounting policy affected the following items on the consolidated balance sheet on 1 January 2019: a. Lease liabilities increased by approximately RMB133,107,000 b. Other receivables decreased by approximately RMB4,821,000 c. Right-of-use assets increased by approximately RMB137,928,000 Right-of-use assets mainly represent hospitals and office premises leased by the Group. 2.2.2 New standards, amendments to standards and interpretations not yet adopted The following are new standards, amendments to standards and interpretations which have been issued but are not effective and have not been early adopted. The Group plans to adopt these new standards, amendments to standards and interpretations when they become effective: Effective for accounting periods beginning on or after IFRS 3 Definition of business 1 January 2020 Amendments to IAS 1 and IAS 8 Definition of material 1 January 2020 Conceptual Framework for Financial Reporting 2018 Revised Conceptual Framework for Financial Reporting 1 January 2020 IFRS 17 Insurance Contract 1 January 2022 Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture To be determined The Group will adopt the above new or revised standards, amendments and interpretations to existing standards as and when they become effective. Management is in the process of assessing the impact of these standards, amendments and interpretations to existing IFRS. None of these is expected to have a significant effect on the consolidated financial statements of the Group. |
Subsidiaries | Subsidiaries Consolidation A subsidiary is an entity (including a structured entity) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. (a) Business combinations As at 1 January 2019 RMB’000 Operating lease commitments disclosed at 31 December 2018 201,286 Discounted using lessee's incremental borrowing rate as of 1 January 2019 133,695 Less: short-term leases recognised on a straight-line basis as expense (588) Less: low value leases recognised on a straight-line basis as expense — Lease liabilities recognised as at 1 January 2019 133,107 Analysed into: Current lease liabilities 24,329 Non-current lease liabilities 108,778 133,107 The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non‑controlling interest in the acquiree on an acquisition‑by‑ acquisition basis. Non‑controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership interests’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other components of non‑controlling interests are measured at their acquisition date fair value, unless another measurement basis is required by IFRS. Acquisition‑related costs are expensed as incurred. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re‑measured to fair value at the acquisition date; any gains or losses arising from such re‑measurement are recognised in consolidated statement of comprehensive income. Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 in consolidated statement of comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, the amount of any non‑controlling interest in the acquiree and the acquisition‑date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non‑controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income. Intra‑group transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies. (b) Changes in ownership interests in subsidiaries without change of control Transactions with non‑controlling interests that do not result in a loss of control are accounted for as equity transactions - that is, as transactions with the owners of the subsidiary in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying amount of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non‑controlling interests are also recorded in equity. (c) Disposal of subsidiaries When the Group ceases to have control, any retained interest in the entity is re‑measured to its fair value at the date when control is lost, with the change in carrying amount recognised in consolidated statement of comprehensive income. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. It means the amounts previously recognised in other comprehensive income are reclassified to consolidated statement of comprehensive income or transferred to another category of equity as specified/permitted by applicable IFRSs. (d) Contractual arrangements with respect to equity interests in certain PRC subsidiaries Since the Industry Catalog for Guiding Foreign Investment (Revision 2015) became effective in April 2015, PRC law only allows foreign investment in PRC medical institutions through joint venture entities, and the foreign shareholding in these entities is limited to 70.0%. The Company historically held more than 70.0% equity interest in certain of its PRC subsidiaries that are medical institutions which the Company acquired or established after the effective date of the Industry Catalog for Guiding Foreign Investment (Revision 2015). The Company had decreased its shareholding to 70.0% in such PRC subsidiaries by transferring excessive equity interests to Dr. Zhou Pengwu and certain employees of the Group in 2018. In connection with such equity transfer and Dr. Zhou Pengwu’s shareholding in Shenzhen Pengai Xiuqi Aesthetic Medical Hospital Co., Ltd., Guangzhou Pengai Aesthetic Medical Hospital Co., Ltd. which he acquired from other shareholders in 2018 and 2019, the Company entered into a series of contractual arrangements (“Contractual Arrangements”) with Dr. Zhou Pengwu, Yantai Pengai Jiayan Aesthetic Medical Hospital Co., Ltd., Hangzhou Pengai Aesthetic Medical Clinic Co., Ltd., Chongqing Pengai Aesthetic Medical Hospital Co., Ltd., Changsha Pengai Aesthetic Medical Hospital Co., Ltd., Shanghai Pengai Aesthetic Medical Clinic Co., Ltd., Shenzhen Pengai Xiuqi Aesthetic Medical Hospital Co., Ltd ., Guangzhou Pengai Aesthetic Medical Hospital Co., Ltd. and Jinan Pengai Medical Aesthetic Clinic Co., Ltd. (collectively “Relevant Subsidiaries”) and Ms. Ding Wenting in 2018 and 2019 with respect to the 24.0%, 30.0%, 30.0%, 19.0%, 10.0%, 22.0%, 26.0% and 25% equity interests in the respective aforementioned Relevant Subsidiaries (“Target Equity Interests”). These Contractual Arrangements enable the Company to (i) exercise control over the Target Equity Interests in the Relevant Subsidiaries; (ii) receive economic benefits from the Target Equity Interests in Relevant Subsidiaries; and (iii) have an exclusive option to purchase all or part of the Target Equity Interests when and to the extent permitted by PRC laws. The principal terms of the Contractual Arrangements are described below: (i). Loan agreement Shenzhen Pengai Investment, as the lender, entered into certain loan agreements with Dr. Zhou Pengwu, as the borrower. Pursuant to each of these loan agreements, Shenzhen Pengai Investment agrees to extend a loan to Dr. Zhou Pengwu in an equivalent amount to the purchase price to be paid by Dr. Zhou Pengwu for acquiring the Target Equity Interests. Pursuant to each of these loan agreements, Dr. Zhou Pengwu shall repay the loan by transferring the current and future economic interest of the Target Equity Interests to Shenzhen Pengai Investment. (ii). Economic interest transfer agreement Dr. Zhou Pengwu, Shenzhen Pengai Investment and each of the Relevant Subsidiaries entered into certain economic interest transfer agreements. Pursuant to each of these economic interest transfer agreements, the economic interest in relation to the Target Equity Interests currently held and subsequently acquired by Dr. Zhou Pengwu, including but not limited to (i) incomes arising from the disposal of the Target Equity Interests (including derivative equity interest of the Target Equity Interests) under any circumstance; (ii) dividends and bonus obtained on the basis of the Target Equity Interests (including derivative equity interest of the Target Equity Interests) under any circumstance; (iii) residual assets and other economic profits allocated after the liquidation of the Relevant Subsidiaries, and (iv) any other cash income, property and economic benefit arising from the Target Equity Interests (including derivative equity interest of the Target Equity Interests), shall be transferred to Shenzhen Pengai Investment. Upon the execution of each economic interest transfer agreement, the repayment obligation of Dr. Zhou Pengwu under each loan agreement is deemed fully discharged. (iii). Exclusive option agreement Dr. Zhou Pengwu, Shenzhen Pengai Investment and each of the Relevant Subsidiaries entered into certain exclusive option agreements. Pursuant to these exclusive option agreements, Dr. Zhou Pengwu irrevocably granted Shenzhen Pengai Investment an exclusive right to purchase, or have its designated person(s) to purchase, at its discretion, all or part of his equity interest in the Relevant Subsidiaries, and the purchase price shall be the lowest price permitted by applicable PRC law. Each of Dr. Zhou Pengwu and the Relevant Subsidiaries undertakes that, among others, without the prior written consent of Shenzhen Pengai Investment, he or it shall or shall cause the Relevant Subsidiaries not to declare any dividends or distribute any residual profits, change or amend its articles of association, increase or decrease its registered capital, or change its structure of registered capital in other manners. In the event that Dr. Zhou Pengwu increases its capital injection into the Relevant Subsidiaries, Dr. Zhou Pengwu undertakes and confirms that any additional equity so acquired shall be subject to the purchase option. Unless terminated by Shenzhen Pengai Investment at its sole discretion, the exclusive option agreement will remain effective until all equity interest in the Relevant Subsidiaries held by Dr. Zhou Pengwu are transferred or assigned to Shenzhen Pengai Investment or its designated person(s). (iv). Power of attorney Pursuant to relevant power of attorney executed by Dr. Zhou Pengwu, he has irrevocably authorized Shenzhen Pengai Investment or its designated person(s) to exercise all of such shareholder’s voting and other rights associated with the Target Equity Interests in each of the Relevant Subsidiaries, including but not limited to, the right to attend shareholder meetings, the right to vote, the right to sell, transfer, pledge or dispose of the Target Equity Interests and the right to appoint legal representatives, directors and other management. The proxy agreement remains effective as long as Dr. Zhou Pengwu remains a shareholder of the Relevant Subsidiaries, unless Shenzhen Pengai Investment has given contrary written instructions. (v). Equity interest pledge agreement Dr. Zhou Pengwu as pledgor, Shenzhen Pengai Investment as pledgee, and each of the Relevant Subsidiaries entered into certain equity interest pledge agreements. Pursuant to these equity interest pledge agreements, Dr. Zhou Pengwu has pledged all of the Target Equity Interests in Relevant Subsidiaries and agreed to pledge all future equity interest in the Relevant Subsidiaries acquired by him to Shenzhen Pengai Investment to guarantee the performance by Dr. Zhou Pengwu and the Relevant Subsidiaries of their respective obligations under the loan agreement, the economic interest transfer agreement, the exclusive option agreement and the power of attorney. If the Relevant Subsidiaries or Dr. Zhou Pengwu breach any obligations under these agreements, Shenzhen Pengai Investment, as pledgee, will be entitled to dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity. Dr. Zhou Pengwu shall not permit the existence of any security interest or other encumbrance on the pledged equity interest or any portion thereof, without the prior written consent of Shenzhen Pengai Investment and the Relevant Subsidiaries shall not assent to or assist in such actions. These equity interest pledge agreements will remain effective until Dr. Zhou Pengwu discharge all the obligations under the loan agreement, the economic interest transfer agreement, the exclusive option agreement and the power of attorney and the full payment of all direct, indirect and derivative losses and losses of anticipated profits, suffered by the pledgee, incurred as a result of any breach by Dr. Zhou Pengwu or the Relevant Subsidiaries under these agreements or invalidity, revocation and termination of any of these agreements. (vi). Spousal consent letter Pursuant to relevant spousal consent letters executed by Ms. Ding Wenting, she unconditionally and irrevocably agreed that the equity interest in each of the Relevant Subsidiaries held or to be held by Dr. Zhou Pengwu and registered or to be registered in his name will be disposed of pursuant to the loan agreement, the economic interest transfer agreement, the exclusive option agreement and the power of attorney. Ms. Ding Wenting agreed not to assert any rights over the equity interest in the Relevant Subsidiaries held or to be held by Dr. Zhou Pengwu. In addition, in the event that Ms. Ding Wenting obtains any equity interest in each of the Relevant Subsidiaries for any reason, she agreed to be bound by the Contractual Arrangements. Risks in relation to the Contractual Arrangements In the opinion of the Company’s management, the Contractual Arrangements are in compliance with the current PRC laws and are legally binding and enforceable. However, uncertainties in the interpretation and enforcement of the PRC laws, regulations and policies could limit the Company’s ability to enforce these contractual arrangements. In January 2015, the Ministry of Commerce (“MOFCOM”), released for public comment a proposed PRC law, the Draft Foreign Investment Enterprises (“FIE”) Law, that appears to include contractual arrangements within the scope of entities that could be considered to be FIEs, that would be subject to restrictions under existing PRC law on foreign investment in certain categories of industry. Specifically, the Draft FIE Law introduces the concept of “actual control” for determining whether an entity is considered to be an FIE. In addition to control through direct or indirect ownership or equity, the Draft FIE Law includes control through contractual arrangements within the definition of “actual control”. If the Draft FIE Law is passed by the People’s Congress of the PRC and goes into effect in its current form, these provisions regarding control through contractual arrangements could be construed to include the Company’s contractual arrangements, and as a result, the Relevant Subsidiaries could become explicitly subject to the current restrictions on foreign investment in certain categories of industry. The Draft FIE Law includes provisions that would exempt from the definition of FIEs where the ultimate controlling shareholders are either entities organized under PRC law or individuals who are PRC citizens. The Draft FIE Law is silent as to what type of enforcement action might be taken. If the restrictions and prohibitions on FIEs included in the Draft FIE Law are enacted and enforced in their current form, the Company’s ability to use the contractual arrangements and the Company’s ability to conduct business through the contractual arrangements could be severely limited. The Company’s ability to control the Target Equity Interests in the Relevant Subsidiaries also depends on the power of attorney exercised by Shenzhen Pengai Investment to vote on all matters requiring shareholders’ approvals in the Relevant Subsidiaries. As noted above, the Company believes these power of attorney are legally binding and enforceable but may not be as effective as direct equity ownership. In addition, if the Company’s corporate structure or the contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could, within their respective jurisdictions: · revoke the Contractual Arrangements; · impose fines, confiscating the income from the Relevant Subsidiaries, or imposing other requirements with which the Company may not be able to comply; · discontinue or restrict the Company’s operations in the PRC; · impose conditions or requirements with which the Company may not be able to comply; or · take other regulatory or enforcement actions that could be harmful to the Company’s business. The imposition of any of these restrictions or actions may result in a material adverse effect on the Company’s ability to conduct its business. In addition, if the imposition of any of these restrictions causes the Company to lose the right to direct the activities of the Relevant Subsidiaries or the right to receive their economic benefits, the Company may no longer be able to consolidate the financial statements of the Relevant Subsidiaries. In the opinion of management, the likelihood of losing the benefits in respect of the Company’s current ownership structure or the contractual arrangements is remote. |
Associates | Associates An associate is an entity over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the comprehensive income of the investee after the date of acquisition. The Group’s investments in associates include goodwill identified on acquisition. Upon the acquisition of the ownership interest in an associate, any difference between the cost of the associate and the Group’s share of the net fair value of the associate’s identifiable assets and liabilities is accounted for as goodwill. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate. The Group’s share of post‑acquisition profit or loss is recognised in the statement of comprehensive income, and its share of post‑acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to ‘share of profit of investments accounted for using equity method’ in the consolidated statement of comprehensive income. Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Gain or losses on dilution of equity interest in associates are recognised in the consolidated statement of comprehensive income. |
Segment reporting | Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision‑maker, which is the Board of Directors. In the respective periods presented, the Company had one single operating and reportable segment, namely the provision of non‑ surgical aesthetic medical services, surgical aesthetic medical services, other aesthetic medical services and general healthcare services. As the Company’s long‑lived assets are substantially all located in the PRC and substantially all of the Company’s revenue is derived from within the PRC, no geographical information is presented. |
Foreign currency translation | Foreign currency translation (a) Functional and presentation currency Items included in the consolidated financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in RMB, which is the Company’s functional and the Group’s presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re‑ measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year‑end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in consolidated statement of comprehensive income. Exchange differences on Series A Preferred Shares, convertible note and exchangeable note liabilities were recorded in “fair value gain/(loss) of convertible redeemable preferred shares”, “fair value loss of convertible note” and “fair value loss of exchangeable note liabilities”, respectively. (c) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyper‑inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) assets and liabilities for each balance sheet presented are translated at the closing rate at the reporting date; (ii) income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and (iii) all resulting exchange differences are recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Currency translation differences arising are recognised in other comprehensive income. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the consolidated statement of comprehensive income during the financial period in which they are incurred. Depreciation of property, plant and equipment is calculated using the straight‑line method to allocate cost of each asset to their residual values over their estimated useful lives, as follows: - Leasehold improvements Shorter of remaining lease term and the estimated useful lives of the assets - Right of use assets Shorter of the asset’s useful life and the lease term on a straight-line basis - Machinery and equipment 10 years - Office equipment, furniture, fixture and motor vehicles 5 - 10 years - Buildings 20 - 50 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within “general and administrative expenses” in the consolidated statement of comprehensive income. Gains and losses on lease modification relating to the full termination of the leases are recognised within "general and administrative expenses" in the consolidated statement of comprehensive income. |
Investment properties | Investment properties Properties that are held for long‑term rental yields or for capital appreciation or both, and that are not occupied by the companies in the Group, are classified as investment properties in the consolidated financial statements. Investment properties are carried at historical costs, including related transaction costs, less depreciation and impairment. Depreciation of the investment properties are calculated using the straight‑line method to allocate cost over their estimated lives of 20 to 25 years. Subsequent expenditure is included to the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed in consolidated statement of comprehensive income during the financial periods in which they are incurred. |
Intangible assets | Intangible assets (a) Goodwill Goodwill arises on the acquisition of subsidiaries represents the excess of the consideration transferred, the amount of any non‑controlling interest in the acquire and the acquisition‑ date fair value of any previous equity interest in the acquiree over the fair value of the identified net assets acquired. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash‑generating units (“CGUs”), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed. (b) Computer software Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring the specific software into usage. These costs are amortised using the straight‑line method over their estimated useful lives of 5 years. Cost associated with maintaining computer software programmes are recognised as an expense as incurred. (c) Medical licenses and tradenames Medical licenses and tradenames acquired through business combinations are initially recognised at fair value. Medical licences are amortised on a straight‑line basis over respective license periods (ranged from 2 to 16 years). Tradenames are amortised on a straight‑line basis over respective useful lives of 19 to 20 years. |
Impairment of non financial asset | Impairment of non‑financial asset Intangible assets that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For purposes of periodic impairment assessment performed at each reporting date, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash‑generating units). Non‑financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. |
Financial assets | Financial assets 2.11.1 Classification The Group classifies its financial assets in the following measurement categories: (i) those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and (ii) those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. For assets measured at fair value, gain and loss will either be recorded in profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Group reclassifies debt investments when and only when its business model for managing those assets changes. 2.11.2 Recognition and measurement Debt instruments Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are two measurement categories into which the Group classifies its debt instruments: · Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in the consolidated statement of profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method. · Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or financial assets at fair value through other comprehensive income are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in ‘other gains, net’ in the period in which it arises. Equity instruments The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established. Changes in the fair value of financial asset at fair value through profit or loss are recognised in other (losses)/gains, net in the consolidated statement of comprehensive income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at fair value through other comprehensive income are not reported separately from other changes in fair value. 2.11.3 Derecognition Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. 2.11.4 Accounting policies applied until 31 December 2017 The Group has applied IFRS 9 retrospectively, but has elected not to restate comparative information. As a result, the comparative information provided continues to be accounted for in accordance with the Group’s previous accounting policy. (a) Classification Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group’s loans and receivables comprise ‘‘trade and other receivables’’, ‘‘deposits’’, ‘‘amounts due from related parties’’, ‘‘pledged bank deposits’’ and ‘‘cash and cash equivalents’’ in the consolidated balance sheets. (b) Recognition and measurement Loans and receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment, if any. A provision for impairment of loans and receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. (c) Impairment of financial assets Assets carried at amortised cost The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘‘loss event’’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Evidence of impairment may include indicators that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated statement of comprehensive income. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an investment’s fair value using an observable market price. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated statement of comprehensive income. |
Offsetting financial instruments | Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the consolidated statements of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. |
Impairment of financial assets | Impairment of financial assets The Group has the following types of financial assets subject to IFRS 9’s expected credit loss model: · Trade receivables · Other receivables · Cash and cash equivalents The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Impairment on other receivables is measured as either 12‑month expected credit losses or lifetime expected credit loss, depending on whether there has been a significant increase in credit risk since initial recognition, then impairment is measured as lifetime expected credit losses. To manage risk arising from pledged deposits and cash and cash equivalents, the Group only transacts with state‑owned or reputable financial institutions. There has been no recent history of default in relation to these financial institutions. |
Inventories | Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. |
Cash and cash equivalents | Cash and cash equivalents In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand and deposits held at call with banks. |
Assets (or disposal groups) held for sale | Assets (or disposal groups) held‑for‑sale Assets (or disposal groups) are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. The assets (except for certain assets as explained below), (or disposal groups), are stated at the lower of carrying amount and fair value less costs to sell. Deferred tax assets, assets arising from employee benefits, financial assets (other than investments in subsidiaries and associates) and investment properties, which are classified as held for sale, would continue to be measured in accordance with the policies set out elsewhere in Note 2. |
Share capital | Share capital Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. |
Trade and other payables | Trade and other payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non‑current liabilities. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. |
Borrowings | Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in consolidated statement of comprehensive income over the periods of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw‑down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre‑payment for liquidity services and amortised over the periods of the facility to which it relates. Preference shares, if mandatorily redeemable at a specific date or redeemable at the option of the holder, are classified as liabilities. The dividends on these preference shares are recognised in the consolidated statement of comprehensive income as interest expense. Borrowings are removed from the consolidated balance sheets when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non‑cash assets transferred or liabilities assumed, is recognised in consolidated statement of comprehensive income as other income or finance costs. Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in consolidated statement of comprehensive income, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. |
Current and deferred income tax | Current and deferred income tax The income tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity. (a) Current income tax The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. (b) Deferred income tax Inside basis differences Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Outside basis differences Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally the Group is unable to control the reversal of the temporary difference of associates. Only when there is an agreement in place that gives the Group the ability to control the reversal of the temporary difference in the foreseeable futures, deferred tax liability in relation to taxable temporary difference arising from the associate’s undistributed profits is not recognised. Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries and associates only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised. (c) Offsetting Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. |
Employee benefits | Employee benefits (a) Pension obligations The group companies incorporated in the PRC contribute based on certain percentage of the salaries of the employees to a defined contribution retirement benefit plan organised by relevant government authorities in the PRC on a monthly basis. The government authorities undertake to assume the retirement benefit obligations payable to all existing and future retired employees under these plans and the Group has no further obligation for post‑retirement benefits beyond the contributions made. Contributions to these plans are expensed as incurred. Assets of the plans are held and managed by government authorities and are separate from those of the Group. (b) Profit‑sharing and bonus plans The Group recognises a liability and an expense for bonuses, based on performance and takes into consideration the profit attributable to the Group’s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation. |
Provisions | Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre‑tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. |
Revenue recognition | Revenue recognition Revenue is recognised when or as the control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Depending on the terms of the contract and the applicable laws, services may be provided over time or at a point in time. When control of goods or services is transferred over time, revenue is recognised over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised at a point in time when the customer obtains control of the goods or services. The progress towards complete satisfaction of the performance obligation is measured based on one of the following methods that best depict the Group’s performance in satisfying the performance obligation: · direct measurements of the value transferred by the Group to the customer; or · the Group’s efforts or inputs to the satisfaction of the performance obligation. A contract asset is the Group’s right to consideration in exchange for goods and services that the Group has transferred to a customer. A receivable is recorded when the Group has an unconditional right to consideration. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. A contract liability is recognised when the Group has the obligation to transfer services to the customers for which the consideration received (or an amount of considerations is due) exceed the measure of the remaining unsatisfied performance obligations. The Group recognises the costs of obtaining and fulfilling a contract with a customers within the contract assets if the Group expects to recover those costs. The following is a description of the accounting policy for the principal revenue streams of the Group: (i) Non‑surgical aesthetic medical services, surgical aesthetic medical services and other aesthetic medical services The period of these services rendered is usually within a day, except for certain large‑scale surgical aesthetic medical services in which customers receive inpatient treatment. The period of inpatient stays usually does not exceed more than a week. The Group has certain laser treatment package in which customers pay in advance. Payments for services not yet rendered are deferred and recorded as contract liabilities in the consolidated balance sheets. Revenue is recognised at a point in time when the respective services are rendered. (ii) General healthcare services Revenues are recognised upon the provision of the relevant services for which the service period is usually within a day. Revenue is recognised at a point in time when the respective services are rendered. Management reviews utilisation pattern of contract liabilities and treatment progress of individual customers on a regular basis to consider full recognition of the corresponding contract liabilities in the consolidated statement of comprehensive income. |
Interest income | Interest income Interest income is recognised using the effective interest method. |
Leases | Leases The Group leases certain properties. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants. Leases are recognised as a right-of-use asset and a corresponding liability at the date on which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: · fixed payments (including in-substance fixed payments), less any lease incentives receivable; and · payments of penalties for terminating the lease, if the lease reflects the lessee exercising that option The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the entity’s incremental borrowing rate. Right-of-use assets are measured at cost comprising the following: · the amount of the initial measurement of lease liability; · any lease payments made at or before the commencement date less any lease incentives received; and · any initial direct costs The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term or less than 12 months. |
Compound financial instruments | Compound financial instruments Compound financial instruments of the Group comprise Series A Preferred Shares, convertible note and exchangeable note liabilities. (a) Series A Preferred Shares Series A Preferred Shares are redeemable upon occurrence of certain future events and at the option of the holders. This instrument can be converted into ordinary shares of the Company at any time at the option of the holders or automatically converted into ordinary shares upon occurrence of an initial public offering of the Company or agreed by majority of the holders as set out in Note 25. The Group designated the Series A Preferred Shares as financial liabilities at fair value through profit or loss, except that the dividends rights portion is designated as an equity component. Financial liabilities are initially recognised at fair value. Any directly attributable transaction costs are recognised as finance costs in the consolidated statement of comprehensive income. Subsequent to initial recognition, the financial liabilities portion of the Series A Preferred Shares are carried at fair value with changes in fair value recognised in consolidated statement of comprehensive income. The Series A Preferred Shares are classified as non‑current liabilities unless the Group has an obligation to settle the liability within 12 months after the end of the reporting period. (b) Convertible note Convertible note is redeemable upon occurrence of certain future events and at the option of the Company. This instrument can be converted into Series B convertible redeemable preferred shares (“Series B Preferred Shares”) of the Company upon occurrence of certain future events as set out in Note 26. The Group designated the convertible note as financial liabilities at fair value through profit or loss. Convertible note is initially recognised at fair value. Any directly attributable transaction costs are recognised as finance costs in the consolidated statement of comprehensive income. Subsequent to initial recognition, the convertible note is carried at fair value with changes in fair value recognised in consolidated statement of comprehensive income. The convertible note is classified as non‑current liabilities unless the Group has an obligation to settle the liability within 12 months after the end of the reporting period. (c) Exchangeable note liabilities Exchangeable notes issued by immediate holding companies can be exchanged into Series B Preferred Shares of the Company at any time at the option of the holder as set out in Note 28. The Group designated the exchangeable note liabilities as financial liabilities at fair value through profit or loss. Exchangeable note liabilities are initially recognised at fair value as the Company assumes liabilities without an exchange of any consideration. Subsequent to initial recognition, the exchangeable note liabilities are carried at fair value with changes in fair value recognised in consolidated statement of comprehensive income. The exchangeable note liabilities are classified as non‑current liabilities unless the Group has an obligation to settle the liabilities within 12 months after the end of the reporting period. |
Dividend distribution | Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s consolidated financial statements in the period in which the dividends are approved by the Company’s Board of Directors. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of significant accounting policies | |
Summary of new standards, amendments to standards and interpretations not yet adopted | Effective for accounting periods beginning on or after IFRS 3 Definition of business 1 January 2020 Amendments to IAS 1 and IAS 8 Definition of material 1 January 2020 Conceptual Framework for Financial Reporting 2018 Revised Conceptual Framework for Financial Reporting 1 January 2020 IFRS 17 Insurance Contract 1 January 2022 Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture To be determined |
Summary of estimated useful lives of property, plant and equipment | - Leasehold improvements Shorter of remaining lease term and the estimated useful lives of the assets - Right of use assets Shorter of the asset’s useful life and the lease term on a straight-line basis - Machinery and equipment 10 years - Office equipment, furniture, fixture and motor vehicles 5 - 10 years - Buildings 20 - 50 years |
Schedule of difference between operating lease commitments disclosed applying IAS 17 and lease liabilities recognised at date of initial application of IFRS 16 | As at 1 January 2019 RMB’000 Operating lease commitments disclosed at 31 December 2018 201,286 Discounted using lessee's incremental borrowing rate as of 1 January 2019 133,695 Less: short-term leases recognised on a straight-line basis as expense (588) Less: low value leases recognised on a straight-line basis as expense — Lease liabilities recognised as at 1 January 2019 133,107 Analysed into: Current lease liabilities 24,329 Non-current lease liabilities 108,778 133,107 |
Financial risk management (Tabl
Financial risk management (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of fair value measurement of liabilities [line items] | |
Summary of non derivative financial liabilities by maturity groupings | Less than Between 1 and Between 2 and After 1 year 2 years 5 years 5 years Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 31 December 2018 Series A Preferred Shares (Note 26) — 229,505 — — 229,505 Convertible note (Note 27) 4,777 90,103 — — 94,880 Exchangeable note liabilities (Note 28) — 139,889 — — 139,889 Borrowings 81,923 20,803 — — 102,726 Trade payables 14,356 — — — 14,356 Accruals and other payables (excluding accrued employee benefits, other taxes, provision and deposits received) 34,466 — — — 34,466 Amounts due to related parties 218 — — — 218 135,740 480,300 — — 616,040 At 31 December 2019 Borrowings 133,237 13,323 — — 146,560 Lease liabilities 47,919 41,331 111,294 45,945 246,489 Trade payables 17,017 — — — 17,017 Accruals and other payables (excluding accrued employee benefits, other taxes, provision and deposits received) 33,198 — — — 33,198 Amounts due to related parties 626 — — — 626 231,997 54,654 111,294 45,945 443,890 |
Summary of gearing ratios | 2018 2019 RMB’000 RMB’000 Total borrowings 97,006 140,387 Add: Series A Preferred Shares (Note 26) 476,112 — Add: Convertible note (Note 27) 70,598 — Add: Exchangeable note liabilities (Note 28) 185,745 — Less: Cash and cash equivalents (Note 18) (101,886) (154,490) Net debt/(surplus) 727,575 (14,103) Total (deficit)/surplus (249,356) 590,598 Total capital 478,219 576,495 Gearing ratio 152.14 % N/A |
Summary of financial liabilities that are measured at fair value | Level 1 Level 2 Level 3 Total RMB’000 RMB’000 RMB’000 RMB’000 As at 31 December 2018 Liabilities Financial liabilities at fair value through profit or loss — Series A Preferred Shares (Note 26) — — 476,112 476,112 — Convertible note (Note 27) — — 70,598 70,598 — Exchangeable note liabilities (Note 28) — — 185,745 185,745 — Derivative financial instrument (Note 20) — — 301 301 — — 732,756 732,756 |
Level 3 | |
Disclosure of fair value measurement of liabilities [line items] | |
Summary of financial liabilities that are measured at fair value | The following table presents the changes in level 3 liability instrument for the year ended 31 December 2018: Series A Derivative Exchangeable Convertible Preferred financial note liabilities note Shares instrument (Note 28) (Note 27) (Note 26) (Note 20) Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Opening balance 128,820 61,446 249,864 — 440,130 Fair value as at issuance date — — — 1,199 1,199 Change in fair value 56,925 9,152 226,248 (898) 291,427 Closing balance 185,745 70,598 476,112 301 732,756 The following table presents the changes in level 3 liability instrument for the year ended 31 December 2019: Derivative Exchangeable Convertible Series A financial note liabilities note Preferred Shares instrument (Note 28) (Note 27) (Note 26) (Note 20) Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Opening balance 185,745 70,598 476,112 301 732,756 Change in fair value (45,274) 5,193 (136,656) (301) (177,038) Converted into ordinary share upon initial public offering (140,471) — (339,456) — (479,927) Repayment during the year — (75,791) — — (75,791) Closing balance — — — — — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Summary of revenue | 2017 2018 2019 RMB’000 RMB’000 RMB’000 Non-surgical aesthetic medical services 331,428 373,348 489,569 Surgical aesthetic medical services 239,094 313,897 319,239 General healthcare services and other aesthetic medical services 126,874 74,061 60,242 697,396 761,306 869,050 |
Expenses by nature (Tables)
Expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Expenses by nature | |
Summary of expenses by nature | 2017 2018 2019 RMB’000 RMB’000 RMB’000 Employee benefit expenses (Note 7) 160,853 191,306 258,495 Advertising and marketing expenses 227,544 245,859 303,856 Cost of inventories and consumables 91,685 106,950 112,617 Operating lease rental expenses 39,216 43,432 8,986 Amortisation and depreciation 29,111 32,140 83,834 Utilities and office expenses 45,633 48,888 51,271 Travelling and entertainment expenses 13,523 15,037 28,173 Bank charges 4,347 4,059 5,158 Loss on disposal of property, plant and equipment 559 80 1,444 Legal and professional fees — 658 6,032 Other expenses 15,249 19,169 25,479 627,720 707,578 885,345 |
Employee benefit expenses (Tabl
Employee benefit expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Employee benefit expenses | |
Summary of employee benefit expenses | 2017 2018 2019 RMB’000 RMB’000 RMB’000 Wages and salaries 141,844 169,546 186,716 Share-based compensation expenses — — 47,788 Pension costs - defined contribution plans 9,377 12,026 12,935 Other staff welfare expenses 9,632 9,734 11,056 160,853 191,306 258,495 |
Finance income and costs (Table
Finance income and costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Finance income and costs | |
Summary of finance income and costs | 2017 2018 2019 RMB’000 RMB’000 RMB’000 Finance costs Interest expense on bank borrowings (1,766) (4,584) (6,055) Interest expense on other borrowings — — (1,327) Interest expense on convertible note (4,815) (4,660) (4,144) Interest expense on lease liabilities — — (12,767) (6,581) (9,244) (24,293) Finance income Interest income on short-term bank deposits 868 322 388 Finance costs – net (5,713) (8,922) (23,905) |
Income tax expense (Tables)
Income tax expense (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income tax expense | |
Summary of income tax expense | 2017 2018 2019 RMB’000 RMB’000 RMB’000 Current tax PRC enterprise income tax 18,713 21,073 20,393 Deferred tax Origination and reversal of temporary differences (Note 22) 547 (2,565) (6,357) Income tax expense 19,260 18,508 14,036 |
Summary of taxation on the Group's profit/(loss) before income tax differs from the theoretical amount that would arise using the taxation rate of PRC | 2017 2018 2019 RMB’000 RMB’000 RMB’000 (Loss)/profit before income tax (53,169) (233,972) 152,364 Calculated at a taxation rate of 25% (13,292) (58,493) 38,091 Expenses not tax deductible 35,875 79,114 25,920 Income not subject to tax — (1,716) (50,693) Utilisation of previously unrecognised tax losses — (65) — Recognition of previously unrecognised temporary difference — — 384 Tax losses not recognised 366 — 2,369 Difference in overseas tax rates (146) (364) (124) Under‑provision in respect of prior years — 32 — Over‑provision in respect of prior years (3,543) — (1,727) Effect of preferential tax rates — — (184) Income tax expense 19,260 18,508 14,036 |
(Loss)_earnings per share (Tabl
(Loss)/earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
(Loss)/earnings per share | |
Summary of computation of basic and diluted profit/(loss) per share | 2017 2018 2019 RMB’000 RMB’000 RMB’000 (Note i) (Note i) (Note ii) Numerator: (Loss)/profit attributable to owners of the Company – basic (76,675) (255,237) 136,309 Reversal of fair value gain of: —Series A Preferred Shares — — (136,656) —Convertible note — — — —Exchangeable note liabilities — — (45,274) Reversal of interest expense on convertible note — — — Share based compensation — — — (Loss)/profit attributable to owners of the Company – diluted (76,675) (255,237) (45,621) Shares (denominator): Weighted average number of shares – basic 41,000,000 41,060,255 46,097,963 Conversion of Series A Preferred Shares — — 12,693,699 Conversion of convertible note — — — Conversion of exchangeable note liabilities — — 4,863,438 Cancellation of ordinary shares due to conversion of exchangeable note liabilities — — (4,863,438) Share based compensation — — — Weighted average number of shares – diluted 41,000,000 41,060,255 58,791,662 (Loss)/earnings per share – basic (RMB) (1.87) (6.22) 2.96 Loss per share – diluted (RMB) (1.87) (6.22) (0.78) Note i As the Group incurred loss for the years ended 31 December 2017 and 2018, the conversion of Series A Preferred Shares and convertible note would be anti‑dilutive and therefore, related changes in fair value and interest expense are not included in the computation of diluted loss per share. Diluted loss per share and basic loss per share are the same for the years ended 31 December 2017 and 2018 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, plant and equipment | |
Schedule of property, plant and equipment | Office equipment, Machinery furniture fixtures Leasehold and and motor Right of use Buildings improvements equipment vehicles assets Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 31 December 2018 Opening net book amount 1,208 120,597 73,800 14,681 — 210,286 Additions — 36,522 9,207 2,329 — 48,058 Written-off — — (40) (63) — (103) Business combination (Note 30) — 5,261 738 367 — 6,366 Disposal of subsidiaries (Note 31) — (891) (1,040) (342) — (2,273) Depreciation charges (120) (12,455) (11,929) (2,802) — (27,306) Closing net book amount 1,088 149,034 70,736 14,170 — 235,028 Year ended 31 December 2018 At 31 December 2018 Cost 2,528 234,420 162,636 33,575 — 433,159 Accumulated depreciation (1,440) (85,386) (91,900) (19,405) — (198,131) Net book amount 1,088 149,034 70,736 14,170 — 235,028 At 31 December 2019 Opening net book amount 1,088 149,034 70,736 14,170 — 235,028 Adjustment for Adoption of IFRS 16 (Note 2.2.1) — — — — 137,928 137,928 Restated opening net book amount 1,088 149,034 70,736 14,170 137,928 Additions 18,420 44,858 13,503 4,753 86,492 168,026 Transfer from investment properties 29,460 — — — — 29,460 Written‑off — — (1,339) (105) (2,336) (3,780) Business combination (Note 30) — 14,291 3,185 1,427 29,502 48,405 Disposal of subsidiaries (Note 31) — (6,224) (1,223) (119) (10,165) (17,731) Depreciation charges (619) (15,732) (13,183) (3,578) (45,051) (78,163) Translation adjustments — 10 127 (18) 31 150 Closing net book amount 48,349 186,237 71,806 16,530 196,401 519,323 Year ended 31 December 2019 At 31 December 2019 Cost 50,408 286,457 171,162 39,210 238,609 785,846 Accumulated depreciation (2,059) (100,220) (99,356) (22,680) (42,208) (266,523) Net book amount 48,349 186,237 71,806 16,530 196,401 519,323 |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Lease | |
Schedule of amounts recognised in the balance sheet | As at As at 1 January 31 December 2019 2019 RMB RMB Lease liabilities Current 24,329 36,266 Non-current 108,778 165,615 133,107 201,881 |
Schedule of amounts recognised in the statement of comprehensive income | 2017 2018 2019 RMB RMB RMB Interest expense (included in finance) (Note 8) — — 12,767 Expense relating to short-term leases (included in cost of goods sold and administrative expenses) — — 8,986 |
Investment properties (Tables)
Investment properties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investment properties | |
Schedule of investment properties | 2018 2019 RMB’000 RMB’000 Cost At 1 January 27,824 59,276 Additions 31,452 - Transfer to owner-occupied property - (31,452) At 31 December 59,276 27,824 Accumulated depreciation At 1 January (9,669) (12,108) Charge for the year (2,439) (2,335) Transfer to owner-occupied property - 1,992 At 31 December (12,108) (12,451) Net book amount 47,168 15,373 |
Schedule of amounts recognised in consolidated income statement for investment properties | Amounts recognised in the consolidated income statement for investment properties: 2017 2018 2019 RMB’000 RMB’000 RMB’000 Rental income 1,188 1,380 |
Schedule of future aggregate minimum lease receipts under non cancellable operating leases for investment properties | In relation to the Group’s investment properties, the future aggregate minimum lease receipts under non‑cancellable operating leases are receivable as follows: 2017 2018 2019 RMB’000 RMB’000 RMB’000 Land and buildings: Not later than 1 year 1,144 2,823 Later than 1 year and not later than 5 years — 5,131 1,144 7,954 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible assets | |
Schedule of intangible assets | Computer Medical Goodwill software licenses Tradenames Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Year ended 31 December 2018 Opening net book amount 50,564 649 1,820 8,770 61,803 Additions — 3,233 — — 3,233 Business combination (Note 30) 4,487 45 — 1,130 5,662 Disposal of subsidiaries (Note 31) (572) (19) — — (591) Amortisation — (283) (1,641) (471) (2,395) Closing net book amount 54,479 3,625 179 9,429 67,712 At 31 December 2018 Cost 58,372 6,389 23,606 9,900 98,267 Accumulated amortisation (3,893) (2,764) (23,427) (471) (30,555) Net book amount 54,479 3,625 179 9,429 67,712 Year ended 31 December 2019 Opening net book amount 54,479 3,625 179 9,429 67,712 Additions — 6,886 — — 6,886 Business combination (Note 30) 61,534 — — 43,470 105,004 Disposal of subsidiaries (Note 31) (367) (16) — — (383) Amortisation — (974) (179) (2,183) (3,336) Impairment loss (1,405) — — — (1,405) Translation adjustments 939 — — — 939 Closing net book amount 115,180 9,521 — 50,716 175,417 At 31 December 2019 Cost 116,585 13,189 11,178 53,370 194,322 Accumulated amortisation (1,405) (3,668) (11,178) (2,654) (18,905) Net book amount 115,180 9,521 — 50,716 175,417 |
Schedule of estimated growth rates used for cash flow projections | 2018 2019 Annual compound revenue growth rate 5.0% ~ 26.6% 6.0% ~ 17.9% Annual gross profit ratio 67.4% ~ 69.2% 45.9% ~ 76.6% Discount rate 16.5% ~ 19.0% 16.0% ~ 17.1% |
Investments accounted for usi_2
Investments accounted for using the equity method (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments accounted for using the equity method | |
Schedule of changes in investments accounted for using the equity method | 2018 2019 RMB’000 RMB’000 At 1 January 32,988 26,244 Disposal of associates (2,249) — Dividend received (6,225) — Step -up acquisition — (15,749) Disposal — 1,499 Share of profit/(loss) 1,730 (1,738) At 31 December 26,244 10,256 |
Schedule of nature of investments in associates | % of Nature of Place of ownership the Measurement Name of entity establishment 2018 2019 relationship method Moyan (Shenzhen) Network Technology Co., Ltd The PRC 46 % 46 % Note 1 Equity ( 美約 ( 深圳 ) 網路技術有限公司 ) Shenzhen Pengai Yueji Medical Aesthetic Clinic Co. Ltd. The PRC 30 % — Note 3 Equity ( 深圳鵬愛悅己醫療美容醫院 ) Mendis Aesthetic PTE. Ltd. Singapore 40 % 44.4 % Note 2 Equity Baotou Pengai Yueji Medical Aesthetic Clinic Co. Ltd. ( 包頭鵬愛悅己醫療美容門診有限公司 ) The PRC 51 % 46 % Note 2, 4 Equity Note 1: Moyan (Shenzhen) Network Technology Co., Ltd. (“Moyan”) is engaged in internet marketing services. Note 2: Shenzhen Pengai Yueji Aesthetic Medical Clinic Co., Ltd. (“Shenzhen Yueji”), Mendis Aesthetic PTE. Ltd. (“Mendis”) and Baotou Pengai Yueji Medical Aesthetic Clinic Co. Ltd. (“Baotou Pengai”) are engaged in the provision of aesthetic medical services. Note 3: During the year ended 31 December 2019, the Group acquired further 30% equity interest of Shenzhen Yueji at a consideration of RMB30,000,000, which results in an increase of the Company’s equity interest of Shenzhen Yueji from 30% to 60% and obtained control. Shenzhen Yueji becomes a subsidiary of the Company after the acquisition. Note 4: During the year ended 31 December 2019, the Group disposed of its 5% equity interest of Baotou Pengai and lost control over Baotou Pengai. Baotou Pengai becomes an associate of the Company after the disposal. |
Schedule of summarised financial information for associates | Summarised balance sheet 2018 2019 RMB’000 RMB’000 Current Cash and cash equivalents 3,306 1,281 Other current assets (excluding cash and cash equivalents) 31,501 3,860 Total current assets 34,807 5,141 Financial liabilities (excluding trade payables) (4,379) (6,439) Lease liabilities — (1,023) Other current liabilities (including trade payables) (6,454) (483) Total current liabilities (10,833) (7,945) Total non-current assets 7,867 15,327 Net assets 31,841 11,466 Summarised statement of comprehensive income 2018 2019 RMB’000 RMB’000 Revenue 111,630 2,702 Depreciation and amortisation (319) (1,609) Interest expense (417) (61) Profit/(loss) before income tax 9,851 (765) Income tax expense (2,290) — Profit/(loss) for the year 7,561 (765) |
Trade and other receivables, _2
Trade and other receivables, deposits and prepayments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Trade and other receivables, deposits and prepayments | |
Schedule of Trade receivables, Other Receivables, deposits and prepayments | 2018 2019 RMB’000 RMB’000 Trade receivables 10,760 9,705 Other receivables 31,492 6,657 Deposits 6,685 50,779 Prepayments 41,174 53,953 Deferred offering costs 11,415 — Advances to employees 3,880 2,187 94,646 113,576 Less: Non-current portion Prepayments and deposits (5,166) (42,298) Current portion 89,480 71,278 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventories | |
Inventories | 2018 2019 RMB’000 RMB’000 Pharmaceuticals 1,968 2,780 Medical consumables 19,175 23,340 21,143 26,120 |
Cash and bank balances (Tables)
Cash and bank balances (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash and bank balances | |
Schedule of cash and cash equivalents | 2018 2019 RMB’000 RMB’000 Cash and cash equivalents Cash at banks 100,644 143,231 Time deposit — 11,215 Cash on hand 1,242 44 Total 101,886 154,490 |
Schedule of cash and cash equivalents for Consolidated Statement | 2018 2019 RMB’000 RMB’000 Cash and cash equivalents 102,547 154,490 Less: Assets held-for-sale (Note 19) (661) — Total 101,886 154,490 |
Schedule of cash and cash equivalents denominated in currencies | 2018 2019 RMB’000 RMB’000 RMB 91,030 69,268 US dollars 7,611 82,930 Hong Kong dollars 1,476 1,021 Singapore dollars 1,769 1,271 101,886 154,490 |
Assets and liabilities held-f_2
Assets and liabilities held-for-sale (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Assets and liabilities held-for-sale | |
Schedule of assets and liabilities held-for-sale | (a) Assets of subsidiary classified as held‑for‑sale 2018 RMB’000 Property, plant and equipment 3,240 Inventories 116 Cash and cash equivalents 661 Other current assets 327 Total 4,344 (b) Liabilities of subsidiary classified as held‑for‑sale 2018 RMB’000 Trade and other payables 1,583 Other current liabilities 406 Total 1,989 |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share capital | |
Schedule of Share capital | Ordinary shares of USD0.001 each Number of Nominal Nominal shares value value USD’000 RMB’000 Authorised: As at 1 January 2017, 31 December 2017, 1 January 2018, 31 December 2018, 1 January 2019 and 31 December 2019 121,983,052 122 802 Increase of authorized shares 1,378,016,948 1,378 9,797 As at 31 December 2019 1,500,000,000 1,500 10,599 Issued and paid: As at 1 January 2017 and 31 December 2017 41,000,000 41 259 Issuance of shares (Note i) 798,219 1 6 As at 31 December 2018 and 1 January 2019 41,798,219 42 265 Issuance of shares held as treasury shares (Note 33) 5,940,452 6 41 Issuance of shares upon initial public offering (Note ii) 7,500,000 8 53 Preferred shares converted into ordinary share upon initial public offering (Note iii) 15,600,000 16 110 As at 31 December 2019 70,838,671 72 469 Note i: During the year ended 31 December 2018, the Company entered into an investment agreement to allot and issue 798,219 ordinary shares of the Company at RMB31.80 per share to an independent third party. Pursuant to such investment agreement, a put option enabling the investor of these ordinary shares to dispose of the shares of the Company at a guaranteed return was issued. Such put option was recognised as “Derivative financial instrument” and subsequently measured at fair value through profit and loss. The put option was lapsed upon the completion of initial public offering. Note ii: On October 25, 2019, the Company was listed on NASDAQ Global market in the United States (“IPO”) and issued 2,500,000 American Depositary Shares (representing 7,500,000 ordinary shares of the Company). Note iii: On October 25, 2019, upon completion of the Company’s initial public offering, 15,600,000 of convertible redeemable preferred shares were converted into 15,600,000 ordinary shares (Note 26). |
Other reserves (Tables)
Other reserves (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other reserves | |
Schedule of other reserves | Share‑based Capital Merger Statutory compensation Other reserve reserve reserve reserve reserve Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Note (a) Note (b) Note (c) Note (d) Note (e) At 1 January 2017 35,609 (10,000) 28,686 67,960 (59,892) 62,363 Translation of foreign operations — — — — (215) (215) Transfer to statutory reserve — — 5,475 — — 5,475 Disposal of a subsidiary due to loss of control — — (1,057) — — (1,057) Further acquisition of interests in a subsidiary (Note 32) — — — — (308) (308) Partial disposal of interests in a subsidiary without loss of control (Note 32) — — — — 426 426 At 31 December 2017 and 1 January 2018 35,609 (10,000) 33,104 67,960 (59,989) 66,684 Translation of foreign operations — — — — 1,088 1,088 Transfer to statutory reserve — — 4,875 — — 4,875 Disposal of a subsidiary due to loss of control — — (17) — — (17) Further acquisition of interests in a subsidiary (Note 32) — — — — (3,410) (3,410) Partial disposal of interests in a subsidiary without loss of control (Note 32) — — — — 331 331 Issuance of shares 25,694 — — — — 25,694 At 31 December 2018 and 1 January 2019 61,303 (10,000) 37,962 67,960 (61,980) 95,245 Translation of foreign operations — — — — 672 672 Transfer to statutory reserve — — 4,621 — — 4,621 Further acquisition of interests in a subsidiary (Note 32) — — — — (5,741) (5,741) Partial disposal of interests in a subsidiary without loss of control (Note 32) — — — — 493 493 Share-based payment reserve — — — 47,788 — 47,788 Issuance of shares upon initial public offering 211,906 — — — — 211,906 Transaction costs related to issuance of shares upon initial public offering (45,516) — — — — (45,516) Preferred shares converted into ordinary share upon initial public offering 339,346 — — — — 339,346 Exchangeable note converted into ordinary share upon initial public offering 140,471 — — — — 140,471 At 31 December 2019 707,510 (10,000) 42,583 115,748 (66,556) 789,285 Notes (a) Capital reserve The capital reserve mainly represents capital contribution made by an owner and shareholders of the Company. (b) Merger reserve Merger reserve is mainly attributable to business combinations under common control. (c) Statutory reserve In accordance with the PRC regulations and the articles of association of the companies now comprising the Group, before distributing the net profit of each year, companies registered in the PRC are required to set aside 10% of its statutory net profit for the year after offsetting any prior year’s losses as determined under relevant PRC accounting standards to the statutory surplus reserve fund. When the balance of such reserve reaches 50% of each company’s share capital, any further appropriation is optional. (d) Share‑based compensation reserve Share‑based compensation reserve amounting to RMB67,960,000 was attributable to share options which were granted to certain consultants and employees of the Group in previous years and fully lapsed in 2015. On 1 June 2019, the Group has adopted a share-based compensation plan. Share-based compensation expenses amounting to RMB47,788,000 was charged to share-based compensation reserve (Note 33). (e) Other reserve Other reserve mainly represents the differences of carrying amount of non‑controlling interests acquired, consideration paid to non‑controlling interests and reduction of reserve as a result of the issuance of exchangeable note liabilities (Note 28). |
Deferred income tax (Tables)
Deferred income tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred income tax | |
Schedule of gross tax assets and liabilities | 2018 2019 RMB’000 RMB’000 The deferred tax assets comprise temporary differences attributable to: —Tax losses 12,254 17,478 —Others — 2,422 12,254 19,900 The deferred tax liabilities comprise temporary differences attributable to: —Medical licenses and tradenames (1,971) (12,248) —Others — (581) (1,971) (12,829) |
Schedule of deferred tax assets and liabilities by recovery period | 2018 2019 RMB’000 RMB’000 Deferred income tax assets: —Deferred income tax assets to be recovered after more than 12 months 12,254 19,765 —Deferred income tax assets to be recovered within 12 months — 9 12,254 19,774 Deferred income tax liabilities: —Deferred income tax liabilities to be settled after more than 12 months (1,847) (12,031) —Deferred income tax liabilities to be settled within 12 months (124) (672) (1,971) (12,703) Deferred income tax assets – net 10,283 7,071 |
Summary of gross movement on deferred income tax accounts | The gross movement on deferred income tax accounts is as follows: 2018 2019 RMB’000 RMB’000 At 1 January 9,274 10,283 Acquisition of a subsidiary (Note 30) (283) (9,377) Disposal of subsidiaries (Note 31) (1,273) (184) Credited to consolidated statement of comprehensive income 2,565 6,357 Translation adjustment — (8) At 31 December 10,283 7,071 Deferred income tax assets Tax losses Others Total RMB’000 RMB’000 RMB’000 At 1 January 2018 11,922 — 11,922 Disposal of a subsidiary (Note 31) (1,273) — (1,273) Credited to consolidated statement of comprehensive income 1,605 — 1,605 At 31 December 2018 and 1 January 2019 12,254 — 12,254 Acquisition of a subsidiary (Note 30) 1,445 104 1,549 Disposal of a subsidiary (Note 31) (182) (2) (184) Credited to consolidated statement of comprehensive income 3,961 2,320 6,281 At 31 December 2019 17,478 2,422 19,900 Deferred income tax liabilities Medical licenses and tradenames Others Total RMB’000 RMB’000 RMB’000 At 1 January 2018 2,648 — 2,648 Acquisition of a subsidiary (Note 30) 283 — 283 Credited to consolidated statement of comprehensive income (960) — (960) At 31 December 2018 and 1 January 2019 1,971 — 1,971 Acquisition of a subsidiary (Note 30) 10,868 58 10,926 (Credited)/charge to consolidated statement of comprehensive income (591) 515 (76) Translation adjustment — 8 8 At 31 December 2019 12,248 581 12,829 |
Summary of unrecognized tax losses by expiry period | 2018 2019 RMB’000 RMB’000 Tax loss expiring within 5 years 1,204 13,850 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Borrowings | |
Schedule of Borrowings | 2018 2019 RMB’000 RMB’000 Non‑current Bank borrowings —secured 19,876 — —non-secured — 8,621 Other borrowings —secured — 4,296 19,876 12,917 Current Bank borrowings —secured 77,130 94,189 —non-secured — 15,874 Other borrowings —secured — 17,407 77,130 127,470 97,006 140,387 |
Trade and accruals, other pay_2
Trade and accruals, other payables and provisions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Trade and accruals, other payables and provisions | |
Schedule of Trade and accruals, other payables and provisions | 2018 2019 RMB’000 RMB’000 Trade payables 14,356 17,017 Accrued employee benefits 14,873 13,498 Accrued operating expenses 6,053 4,960 Accrued professional service fees 12,276 16,267 Deposits received 2,277 1,837 Duty and tax payable other than corporate income tax 5,615 8,906 Other payables to suppliers of plant and equipment 9,164 5,091 Others 7,734 7,880 72,348 75,456 |
Contract liabilities (Tables)
Contract liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Contract liabilities | |
Schedule of contract liabilities | 2018 2019 RMB’000 RMB’000 Advance receipt for treatment packages 5,996 5,542 |
Convertible redeemable prefer_2
Convertible redeemable preferred shares (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Convertible redeemable preferred shares | |
Schedule of movement of the equity | RMB’000 For the year ended 31 December 2017 At 1 January 2017 164,403 Change in fair value 85,461 At 31 December 2017 249,864 Fair value change for the year included in statement of comprehensive income for liabilities held at the year end 85,461 For the year ended 31 December 2018 At 1 January 2018 249,864 Change in fair value 226,248 At 31 December 2018 476,112 Fair value change for the year included in statement of comprehensive income for liabilities held at the year end 226,248 For the year ended 31 December 2019 At 1 January 2019 476,112 Change in fair value (136,656) Converted into ordinary share upon initial public offering (339,456) At 31 December 2019 — Fair value change for the year included in statement of comprehensive income for liabilities held at the year end (136,656) |
Convertible note (Tables)
Convertible note (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Convertible note | |
Disclosure of detailed information about borrowings [line items] | |
Summary of movement of the debt | RMB’000 For the year ended 31 December 2017 At 1 January 2017 60,163 Change in fair value 1,283 At 31 December 2017 61,446 Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 1,283 For the year ended 31 December 2018 At 1 January 2018 61,446 Change in fair value 9,152 At 31 December 2018 70,598 Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 9,152 For the year ended 31 December 2019 At 1 January 2019 70,598 Change in fair value 5,193 Repayment during the year (75,791) At 31 December 2019 — Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 5,193 |
Exchangeable note liabilities (
Exchangeable note liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Exchangeable note liabilities | |
Disclosure of detailed information about borrowings [line items] | |
Summary of movement of the exchangeable note liabilities | RMB’000 For the year ended 31 December 2017 At 1 January 2017 90,513 Change in fair value 38,307 At 31 December 2017 128,820 Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 38,307 For the year ended 31 December 2018 At 1 January 2018 128,820 Change in fair value 56,925 At 31 December 2018 185,745 Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end 56,925 For the year ended 31 December 2019 At 1 January 2019 185,745 Change in fair value (45,274) Converted into ordinary share upon initial public offering (140,471) At 31 December 2019 — Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end (45,274) |
Cash generated from operations
Cash generated from operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash generated from operations | |
Schedule of cash generated from operations | 2017 2018 2019 RMB’000 RMB’000 RMB’000 (Loss)/profit before income tax (53,169) (233,972) 152,364 Adjustments for: Finance income (868) (322) (388) Finance costs 6,581 9,244 24,293 Amortisation of intangible assets (Note 14) 2,267 2,395 3,336 Depreciation of property, plant and equipment (Note 11) 25,522 27,306 78,163 Depreciation of investment properties (Note 13) 1,322 2,439 2,335 Loss on write off of property, plant and equipment (Note 11) 559 80 1,715 Share of losses/(profits) of investments accounted for using the equity method 1,415 (1,730) 1,738 Fair value loss/(gain) of convertible redeemable preferred shares 85,461 226,248 (136,656) Fair value loss of convertible note 1,283 9,152 5,193 Fair value loss/(gain) of exchangeable note liabilities 38,307 56,925 (45,274) Fair value loss of derivative financial instrument — 301 (301) Share-based payment — — 47,788 Written-off of assets/liabilities held for sale — — 2,070 Goodwill impairment — — 1,405 Gain on disposal of associate — (3,996) (14,251) Gain on disposal of subsidiaries (Note 31) (1,737) 191 (3,040) 106,943 94,261 120,490 Changes in working capital: —Inventories (10,969) 3,395 (3,037) —Trade receivables (4,174) (824) 1,376 —Other receivables, deposits and prepayments (1,851) (35,842) (11,742) —Balances with related parties (10,408) (25,092) - —Trade payables 2,708 (2,196) (1,567) —Accruals, other payables and provisions 13,018 (3,807) (4,521) —Contract liabilities 2,524 (31) (304) Cash flow from operating activities 97,791 29,864 100,695 |
Schedule of net debt and the movements in net debt | Liabilities from financing activities Lease Lease Borrowing Borrowing liabilities liabilities Cash and due within due after due within due after Net debt bank 1 year 1 year 1 year 1 year Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 As at 1 January 2018 105,345 (22,020) (23,980) — — 59,345 Cash flows (4,547) (55,110) 4,104 — — (55,553) Foreign exchange adjustments 1,088 — — — — 1,088 As at 31 December 2018 101,886 (77,130) (19,876) — — 4,880 As at 1 January 2019 101,886 (77,130) (19,876) (24,329) (108,778) (128,227) Cash flows 53,846 (50,340) 6,959 (11,912) (56,826) (58,273) Foreign exchange adjustments (1,242) — — (25) (11) (1,278) As at 31 December 2019 154,490 (127,470) (12,917) (36,266) (165,615) (187,778) |
Business combination (Tables)
Business combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Guangzhou Pengai | |
Business combination | |
Schedule of consideration, assets and liabilities and net outflow in respect of the acquisition | The following table summarises the consideration paid for Guangzhou Pengai. RMB’000 Purchase consideration Cash paid 12,144 Consideration payable 966 Total purchase consideration 13,110 |
Summary of assets and liabilities recognised as a result of the acquisition | The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 153 Trade receivables and other receivables 59 Inventories 235 Properties, plant and equipment 9,288 Trade payables and other payables (906) Non-controlling interest (441) Net identifiable assets acquired 8,388 Add: goodwill (Note 13) 4,722 Net assets acquired 13,110 |
Summary of analysis of net outflow of cash and cash equivalents in respect of the acquisition | An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash consideration (12,144) Cash and cash equivalents 153 Net outflow of cash and cash equivalents included in cash flows from investing activities (11,991) |
Summary of pro forma revenue and profit after tax | The following table set out the pro-forma revenue and profit after tax of the Group had the acquisition taken place from 1 January 2016: 2016 2017 RMB’000 RMB’000 Pro forma consolidated statement of comprehensive income: Revenue 595,329 709,963 Profit/(loss) after tax 86,303 (73,009) |
Chengdu Pengai Yueji Medical Aesthetic Clinic Co., Ltd. | |
Business combination | |
Schedule of consideration, assets and liabilities and net outflow in respect of the acquisition | The following table summarises the consideration paid for Chengdu Yueji. RMB’000 Purchase consideration Cash paid 20,000 Consideration payable 10,500 Total purchase consideration 30,500 |
Summary of assets and liabilities recognised as a result of the acquisition | The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 2,391 Intangible assets 8,770 Trade receivables and other receivables 5,175 Inventories 878 Properties, plant and equipment 3,906 Trade payables and other payables (2,107) Current income tax liabilities (1,461) Deferred income tax liabilities (2,193) Non-controlling interest (4,608) Net identifiable assets acquired 10,751 Add: goodwill (Note 13) 19,749 Net assets acquired 30,500 |
Summary of analysis of net outflow of cash and cash equivalents in respect of the acquisition | An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash consideration (20,000) Cash and cash equivalents 2,391 Net outflow of cash and cash equivalents included in cash flows from investing activities (17,609) |
Summary of pro forma revenue and profit after tax | The following table set out the pro-forma revenue and profit after tax of the Group had the acquisition taken place from 1 January 2016: 2016 2017 RMB’000 RMB’000 Pro forma consolidated statement of comprehensive income: Revenue 606,876 723,819 Profit/(loss) after tax 93,964 (67,348) |
Hangzhou Pengai | |
Business combination | |
Schedule of consideration, assets and liabilities and net outflow in respect of the acquisition | The following table summarises the consideration paid for Hangzhou Pengai. RMB’000 Total consideration Fair value of the previously held equity interest in an associate at the acquisition date 6,245 Cash consideration 6,000 12,245 |
Summary of assets and liabilities recognised as a result of the acquisition | The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 2,022 Intangible assets 1,175 Other receivables 5,006 Inventories 188 Property, plant and equipment 6,365 Trade payables and other payables (5,779) Contract liabilities (936) Deferred income tax liabilities (283) Net identifiable assets acquired 7,758 Add: goodwill (Note 14) 4,487 Net assets acquired 12,245 |
Summary of analysis of net outflow of cash and cash equivalents in respect of the acquisition | An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash consideration (5,000) Cash and cash equivalents 2,022 Net outflow of cash and cash equivalents included in cash flows from investing activities (2,978) |
Summary of pro forma revenue and profit after tax | The following table set out the pro‑forma revenue and profit after tax of the Group had the acquisition taken place from 1 January 2018: 2018 RMB’000 Pro forma consolidated statement of comprehensive income: Revenue 765,406 Loss after tax (312,224) |
Jinan Pengai | |
Business combination | |
Schedule of consideration, assets and liabilities and net outflow in respect of the acquisition | The following table summarises the consideration paid for Jinan Pengai. RMB’000 Purchase consideration Settlement of receivable due from the Buyer 13,450 Settlement of pre-existing balance with Jinan Pengai 1,190 Total purchase consideration 14,640 |
Summary of assets and liabilities recognised as a result of the acquisition | The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 66 Trade receivables and other receivables 1,638 Inventories 367 Properties, plant and equipment 5,324 Intangible assets 4,630 Trade payables and other payables (1,544) Lease liabilities (3,331) Deferred tax liabilities (1,054) Non-controlling interest (305) Net identifiable assets acquired 5,791 Add: goodwill (Note 14) 8,849 Net assets acquired 14,640 |
Summary of analysis of net outflow of cash and cash equivalents in respect of the acquisition | An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash paid — Cash and cash equivalents 66 Net inflow of cash and cash equivalents included in cash flows from investing activities 66 |
Shenzhen Yueji | |
Business combination | |
Schedule of consideration, assets and liabilities and net outflow in respect of the acquisition | The following table summarises the consideration for this transaction. RMB’000 Total consideration Fair value of the previously held equity interest in Shenzhen Yueji at the acquisition date 30,000 Cash consideration 30,000 Settlement of pre-existing balance with Shenzhen Yueji 19,442 79,442 |
Summary of assets and liabilities recognised as a result of the acquisition | The assets and liabilities recognised as a result of the acquisition are as follows: RMB’000 Cash and cash equivalents 1,054 Trade and other receivables 8,056 Inventories 1,966 Property, plant and equipment 43,081 Intangible assets 38,840 Trade payables and other payables (10,491) Borrowings (3,400) Lease liabilities (26,057) Income tax payable (131) Deferred tax liabilities (8,323) Non-controlling interest (17,838) Net identifiable assets acquired 26,757 Add: goodwill (Note 14) 52,685 Net assets acquired 79,442 |
Summary of analysis of net outflow of cash and cash equivalents in respect of the acquisition | An analysis of net outflow of cash and cash equivalents in respect of the acquisition is as follows: RMB’000 Cash paid (30,000) Cash and cash equivalents 1,054 Net outflow of cash and cash equivalents included in cash flows from investing activities (28,946) |
Summary of pro forma revenue and profit after tax | The following table set out the pro-forma revenue and profit after tax of the Group had the acquisition taken place from 1 January 2019: 2019 RMB’000 Pro forma consolidated statement of comprehensive income: Revenue 895,456 Profit after tax 85,040 |
Disposals of subsidiaries (Tabl
Disposals of subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Beijing Aomei | |
Disposals of subsidiaries | |
Schedule of net assets of subsidiary disposed of and their financial impacts | RMB’000 Net assets disposed of: Property, plant and equipment 2,273 Intangible assets 19 Goodwill 572 Deferred income tax assets 1,273 Inventory 691 Trade receivables 79 Other receivables, deposits and prepayments 778 Current income tax recoverable 18 Cash and cash equivalents 2,273 Trade payables (257) Accruals, other payables and provisions (2,733) Non-controlling interests 85 Net assets of subsidiary 5,071 Loss on disposal of subsidiary (191) Cash consideration 4,880 |
Schedule of analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | 2018 RMB’000 Cash received during 2018 3,200 Cash and cash equivalents disposed of (2,273) Net cash inflow in respect of disposal of Beijing Aomei 927 |
Yantai Pengai | |
Disposals of subsidiaries | |
Schedule of net assets of subsidiary disposed of and their financial impacts | RMB’000 Net assets disposed of: Property, plant and equipment 10,540 Goodwill 367 Inventories 157 Trade and other receivables 5,891 Cash and cash equivalents 241 Income tax payable (271) Trade payables and other payables (1,834) Accruals, other payables and provisions (4,683) Contract liabilities (133) Lease liabilities (8,079) Non-controlling interests (609) Net assets of subsidiary 1,587 Gain on disposal of subsidiary 3,301 Cash consideration 4,888 |
Schedule of analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | An analysis of the net outflow of cash and cash equivalents in respect of the disposal of the Yantai Pengai is as follows: RMB’000 Cash received 3,160 Cash and cash equivalents disposed of (241) Net cash inflow in respect of disposal of Yantai Pengai 2,919 |
Baotou Pengai | |
Disposals of subsidiaries | |
Schedule of net assets of subsidiary disposed of and their financial impacts | RMB’000 Net assets disposed of: Property, plant and equipment 7,191 Intangible assets 16 Deferred tax assets 182 Inventory 236 Other receivables 682 Current income tax recoverable 14 Cash and cash equivalents 1,465 Trade and other payables (5,560) Contract liabilities (17) Lease liabilities (367) Non-controlling interests (1,932) Net assets of subsidiary 1,910 Loss on disposal of subsidiary (261) 1,649 Satisfied by: Cash consideration 150 Fair value of the equity interest in an associate at the acquisition date 1,499 Total consideration 1,649 |
Schedule of analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | 2019 RMB’000 Cash received 150 Cash and cash equivalents disposed of (1,465) Net cash outflow in respect of disposal of Baotou Pengai (1,315) |
Jinan | |
Disposals of subsidiaries | |
Schedule of net assets of subsidiary disposed of and their financial impacts | On 1 January 2017, the Group disposed its entire interest in Jinan to an individual third party. Details of the net assets of Jinan disposed of and their financial impacts are summarised as follows: 2017 RMB’000 Net assets disposed of: Property, plant and equipment 1,897 Intangible assets 8,163 Goodwill 2,094 Deferred income tax assets 77 Inventories 630 Other receivables, deposits and prepayments 6,009 Current income tax recoverable 33 Cash and cash equivalents 105 Deferred income tax liabilities (2,041) Trade payables (149) Accruals, other payables and provisions (3,922) Deferred revenue (14) Non-controlling interests (654) Net assets of subsidiary 12,228 Gain on disposal of subsidiary 1,222 Cash consideration 13,450 |
Nishizhen | |
Disposals of subsidiaries | |
Schedule of net assets of subsidiary disposed of and their financial impacts | On 1 January 2017, the Group disposed its entire interest in Nishizhen to an individual third party. Details of the net assets of Nishizhen disposed of and their financial impacts are summarised as follows: 2017 RMB’000 Net assets disposed of: Property, plant and equipment 3,658 Intangible assets 146 Goodwill 1,227 Other receivables, deposits and prepayments 563 Current income tax recoverable 281 Cash and cash equivalents 244 Deferred income tax liabilities (35) Trade payables (28) Accruals, other payables and provisions (96) Non-controlling interests (625) Net assets of subsidiary 5,335 Gain on disposal of subsidiary 515 Cash consideration 5,850 |
Schedule of analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | An analysis of the net outflow of cash and cash equivalents in respect of the disposal of the Nishizhen is as follows: 2017 RMB’000 Cash consideration 5,850 Cash and cash equivalents disposed of (244) Net cash inflow in respect of disposal of Nishizhen 5,606 |
Transactions with non-control_2
Transactions with non-controlling interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of transactions with non interesting interests and their impacts | Debit to Total net (Debit)/credit non-controlling (debit)/credit to For the year ended 31 December 2017 to other reserve interests Equity RMB’000 RMB’000 RMB’000 Acquisition of additional interests in a subsidiary: — Huizhou Pengai Aesthetic Medical Hospital Co. Ltd. (“Huizhou Pengai”) (Note a) (308) (982) (1,290) Disposal of interests in a subsidiary without loss of control: — Changsha Pengai Aesthetic Medical Clinic Co. Ltd. ("Changsha Pengai") (Note b) 426 (6) 420 118 (988) (870) Debit to Total net (Debit)/credit non-controlling (debit)/credit to For the year ended 31 December 2018 to other reserve interests Equity RMB’000 RMB’000 RMB’000 Acquisition of additional interests in a subsidiary: — Huizhou Pengai (Note c) 410 (590) (180) — Chongqing Pengai Aesthetic Medical Clinic Co., Ltd. ("Chongqing Pengai") (Note d) (3,820) (2,430) (6,250) Disposal of interests in a subsidiary without loss of control: — Shenzhen Pengai Xiuqi Medical Aesthetic Clinic Co. Ltd. ("Pengai Xiuqi") (Note e) — 1,320 1,320 — Guangzhou Pengai Medical Aesthetic Clinic Co., Ltd. ("Guangzhou Pengai") (Note f) 681 1,199 1,880 — Hangzhou Pengai Aesthetic Medical Clinic Co., Ltd. ("Hangzhou Pengai") (Note g) (350) 2,809 2,459 (3,079) 2,308 (771) Debit to Total net (Debit)/credit non-controlling (debit)/credit to For the year ended 31 December 2019 to other reserve interests Equity RMB’000 RMB’000 RMB’000 Acquisition of additional interests in a subsidiary: — Guangzhou Pengai (Note h) (1,946) (1,062) (3,008) — Hangzhou Pengai (Note i) (2,389) (2,517) (4,906) — Chongqing Pengai (Note j) (867) (383) (1,250) — Changsha Pengai (Note k) (539) (511) (1,050) Disposal of interests in a subsidiary without loss of control: — Guangzhou Pengai (Note l) 642 298 940 — Nanchang Pengai Aesthetic Medical Clinic Co., Ltd. (" Nanchang Pengai") (Note m) (161) 1,111 950 — Yantai Pengai Jiayan Cosmetic Surgery Hospital Co.,Ltd. ("Yantai Pengai Jiayan") (Note n) 12 488 500 (5,248) (2,576) (7,824) |
Huizhou Pengai | |
Schedule of additional non-controlling interests acquired | (a) 2017 RMB’000 Carrying amount of non-controlling interests acquired 982 Consideration paid to non-controlling interests (1,290) Excess of consideration paid to non-controlling interest recognised within equity (308) (c) 2019 RMB’000 Carrying amount of non-controlling interests acquired 590 Consideration paid to non-controlling interests (180) Excess of consideration paid to non-controlling interest recognised within equity 410 |
Changsha Pengai | |
Schedule of additional non-controlling interests acquired | (k) 2019 RMB’000 Carrying amount of non-controlling interests acquired 539 Consideration paid to non-controlling interests (1,050) Excess of consideration paid to non-controlling interest recognised within equity (511) |
Chongqing Pengai | |
Schedule of additional non-controlling interests acquired | (d) 2018 RMB’000 Carrying amount of non‑controlling interests acquired 2,430 Consideration paid to non-controlling interests (6,250) Excess of consideration paid to non‑controlling interest recognised within equity (3,820) (j) 2019 RMB’000 Carrying amount of non-controlling interests acquired 867 Consideration paid to non-controlling interests (1,250) Excess of consideration paid to non-controlling interest recognised within equity (383) |
Pengai Xiuqi | |
Schedule of disposal of non-controlling interests without loss of control | (a) Disposal of interest in Pengai Xiuqi without loss of control 2018 RMB’000 Carrying amount of non‑controlling interests disposed of (1,320) Less: consideration received from non‑controlling interest 1,320 Gain on disposal within equity — |
Guangzhou Pengai | |
Schedule of additional non-controlling interests acquired | (a) Acquisition of interest in Guangzhou Pengai 2019 RMB’000 Carrying amount of non-controlling interests acquired 1,946 Consideration paid to non-controlling interests (3,008) Excess of consideration paid to non-controlling interest recognised within equity (1,062) |
Schedule of disposal of non-controlling interests without loss of control | (a) Disposal of interest in Guangzhou Pengai without loss of control 2018 RMB’000 Carrying amount of non-controlling interests disposed of (1,199) Less: consideration received from non-controlling interest 1,880 Gain on disposal within equity 681 (l) 2019 RMB’000 Carrying amount of non-controlling interests disposed of (642) Less: consideration received from non-controlling interest 940 Gain on disposal within equity 298 |
Hangzhou Pengai | |
Schedule of additional non-controlling interests acquired | (i) 2019 RMB’000 Carrying amount of non-controlling interests acquired 2,389 Consideration paid to non-controlling interests (4,906) Excess of consideration paid to non-controlling interest recognised within equity (2,517) |
Schedule of disposal of non-controlling interests without loss of control | (a) Disposal of interest in Hangzhou Pengai without loss of control 2018 RMB’000 Carrying amount of non‑controlling interests disposed of (2,809) Less: consideration received from non‑controlling interest 2,459 Gain on disposal within equity (350) |
Nanchang Pengai | |
Schedule of disposal of non-controlling interests without loss of control | (m) Disposal of interest in Nanchang Pengai without loss of control 2019 RMB’000 Carrying amount of non-controlling interests disposed of 161 Less: consideration received from non-controlling interest 950 Gain on disposal within equity 1,111 |
Yantai Pengai Jiayan | |
Schedule of disposal of non-controlling interests without loss of control | (n) 2019 RMB’000 Carrying amount of non-controlling interests disposed of (12) Less: consideration received from non-controlling interest 500 Gain on disposal within equity 488 |
Share based compensation (Table
Share based compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share based compensation | |
Schedule of the number and weighted average exercise prices of options | Weighted- Weighted- Number of average average grant options exercise price date fair value RMB RMB Outstanding as of 1 January 2018 and 31 December 2018 — — — Granted during the year 5,940,452 0.007 28.01 Outstanding as of 31 December 2019 5,940,452 0.007 28.01 |
Schedule of assumptions used to determine fair value of share options | Year ended 31 December 2019 Risk free interest rate 2.2 % Expected dividend yield Expected volatility 57.87 % Exercise multiples 2.2 Contractual life 10 |
Schedule of share options outstanding and weighted average remaining contractual life | Share options as of Grant date Expiry date Exercise price 31 December 2019 1 June 2019 31 May 2029 US$0.001 5,940,452 Weighted average remaining contractual life of options outstanding at end of period: 9.06 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments | |
Schedule of capital commitments | 2018 2019 RMB’000 RMB’000 Contracted but not provided for —Property, plant and equipment 106 19 —Investments — 10,060 106 10,079 |
Schedule of future aggregate minimum lease payments under non cancellable operating leases | 35 Commitments (a) Capital commitments 2018 2019 RMB’000 RMB’000 Contracted but not provided for —Property, plant and equipment 106 19 —Investments — 10,060 106 10,079 (b) The Group leases premises for aesthetic healthcare services and offices under non‑cancellable operating agreements. The lease terms are between 3 and 9 years, and majority of lease agreements are renewable at the end of the lease period at market rate. From 1 January 2019, the Group has recognised right-of-use assets for these leases, except for short-term as stated in note 2.2.1 and note 11. The future aggregate minimum lease payments under non‑cancellable operating leases as follows: 2018 2019 RMB’000 RMB’000 Not later than 1 year 34,426 80 Later than 1 year and not later than 5 years 98,416 — Later than 5 years 68,444 — 201,286 80 (c) Certain subsidiaries of the Company have been named as defendants in several litigations in the PRC. The maximum amount of the damages claimed by the plaintiffs amounted to an aggregate of approximately RMB5,522,000. The Group believes these claims are without merits and will defend vigorously. The Group considers that the likelihood of an unfavorable outcome is not probable and no accrual has been recorded by the Group as of 31 December 2019 in respect of these claims. |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related party transactions | |
Summary of transactions with related parties | (a) Transactions with related parties 2018 2019 RMB’000 RMB’000 Rental expenses, depreciation and interest expense ( Note i ) – A related company 1,940 2,269 – Non‑controlling interests 1,992 1,220 Acquisition of additional interest in subsidiaries —A director 6,250 9,274 License income from an associate —An associate 5,983 — Service fee expenses —A related company 5,000 2,500 Interest expense from convertible note —A shareholder 4,660 4,145 Note i : The amounts represented rental expenses for the year ended 31 December 2018. As the Group applied IFRS 16 since 1 January 2019, such transactions have been classified and presented as depreciation of the right-of-use assets and interest expense accrued over the lease liabilities for the year ended 31 December 2019. |
Summary of balances with related parties | 2018 2019 RMB’000 RMB’000 Current (Note i) Amounts due from related parties Amounts due from related companies 18,070 628 Amounts due from related parties — — Amounts due from directors 24,777 — Amounts due from non‑controlling interests 12,507 2,473 55,354 3,101 Amounts due to related parties Amounts due to related companies 14 622 Amounts due to non‑controlling interests 204 4 218 626 |
Summary of key management compensation | 2018 2019 RMB’000 RMB’000 Basic salaries and bonus 18,653 19,237 Share based compensation — 33,003 Pension costs - defined contribution plans 226 257 18,879 52,497 |
Summary of personal guarantees and corporate guarantee from related company | 2018 2019 RMB’000 RMB’000 Bank borrowings of the Group secured by personal guarantees from Dr. Zhou Pengwu, Dr. Zhou Yitao and Ms. Ding Wenting and corporate guarantee from a related company 23,967 61,125 |
Particulars of the subsidiari_2
Particulars of the subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Particulars of the subsidiaries | |
Schedule of list of the principal subsidiaries | The following is a list of the principal subsidiaries at 31 December 2018 and 2019: Place of incorporation/ Registered capital/ Interest held Name establishment issued share capital Principal activities 2018 2019 Directly hold: Dragon Jade Holdings Limited British Virgin Islands (The “BVI”) Registered capital of 1 share without par value Investment holding and provision of management services 100 % 100 % ( 龍翠控股有限公司 ) Stargaze Wealth Limited BVI Registered capital of 50,000 shares without par value Investment holding and provision of management services 100 % 100 % ( 遙望星空有限公司 ) Indirectly hold: Peng Oi Investment (Hong Kong) Holdings Limited Hong Kong 10,000 ordinary shares Investment holding and provision of management services 100 % 100 % ( 鵬愛投資 ( 香港 ) 集團有限公司 ) Peng Yida Business Consulting (Shenzhen) Co.,Ltd The PRC Registered capital of Hong Kong dollar 98,000,000 Investment holding and provision of management services 100 % 100 % ( 鵬意達商務諮詢 ( 深圳 ) 有限公司 ) Shenzhen Pengai Hospital Investment Management Co., Ltd. The PRC Registered capital of RMB10,000,000 Investment holding and provision of management services 100 % 100 % ( 深圳鵬愛醫院投資管理有限公司 ) China Aesthetic Healthcare Holdings (Singapore) Pte. Ltd. Singapore Singapore dollars 10 Investment holding and provision of management services 100 % 100 % ( 中國醫美控股 ( 新加坡 ) 有限公司 ) Shenzhen Pengcheng General Hospital Co., Ltd. The PRC Registered capital of RMB36,000,000 Provision of aesthetic medical services and general healthcare services 100 % 100 % ( 深圳鵬程醫院有限公司 ) Shenzhen Pengai Aesthetic Medical Hospital Co., Ltd. The PRC Registered capital of RMB30,000,000 Provision of aesthetic medical services 100 % 100 % ( 深圳鵬愛醫療美容醫院有限公司 ) Shenzhen Pengai Beauty Promise Cosmetic Co., Ltd. The PRC Registered capital of RMB100,000 Sales of cosmetic products 100 % 100 % ( 深圳市鵬愛美麗約定美容有限公司 ) Nanchang Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB5,000,000 Provision of aesthetic medical services 70 % 51 % ( 南昌鵬愛醫療美容門診部有限公司 ) Haikou Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB3,000,000 Provision of aesthetic medical services 87 % 87 % ( 海口鵬愛醫療美容門診部有限公司 ) Huizhou Pengai Aesthetic Medical Hospital Co., Ltd. The PRC Registered capital of RMB6,000,000 Provision of aesthetic medical services 65.5 % 65.5 % ( 惠州鵬愛醫療美容醫院有限公司 ) Shenzhen Guangji General Clinic Co., Ltd. The PRC Registered capital of RMB6,000,000 Provision of aesthetic medical and general healthcare services 100 % — ( 深圳廣濟門診部有限公司 ) Jinan Pengai Aesthetic Medical Hospital Co., Ltd. The PRC Registered capital of RMB5,210,000 Provision of aesthetic medical services — 95 % ( 濟南鵬愛美容整形醫院有限公司 ) Place of incorporation/ Registered capital/ Interest held Name establishment issued share capital Principal activities 2018 2019 Yantai Pengai Aesthetic Medical Hospital Co., Ltd. The PRC Registered capital of RMB7,290,000 Provision of aesthetic medical services 94 % — ( 煙台鵬愛美容整形醫院有限公司 ) Shanghai Nishizhen Medical Technology Co., Ltd. The PRC Registered capital of RMB500,000 Provision of medical aesthetic technical consulting and management services 100 % 100 % ( 上海逆時針醫療科技有限公司 ) Shenzhen Pengai Culture Broadcast Co., Ltd. The PRC Registered capital of RMB1,000,000 Provision of cultural, artistic activities, corporate image, exhibition planning and advertising service 100 % 100 % ( 深圳市鵬愛文化傳播有限公司 ) Changsha Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB500,000 Provision of aesthetic medical services 79 % 89 % ( 長沙鵬愛醫療美容有限公司 ) Shanghai Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB2,500,000 Provision of aesthetic medical services 80 % 80 % ( 上海鵬愛醫療美容門診部有限公司 ) Newa Medical Aesthetics Limited Hong Kong 1,000,000 ordinary shares Provision of aesthetic medical services 100 % 100 % Chongqing Pengai Aesthetic Medical Clinic Co., Ltd. The PRC Registered capital of RMB2,500,000 Provision of aesthetic medical services 95 % 100 % ( 重慶鵬愛醫療美容門醫院有限公司 ) Guangzhou Pengai Medical Aesthetic Clinic Co., Ltd. The PRC Registered capital of RMB9,660,000 Provision of aesthetic medical services 85 % 85 % ( 廣州鵬愛醫療美容門診部有限公司 ) Shenzhen Pengai Xiuqi Medical Aesthetic Clinic Co. Ltd. The PRC Registered capital of RMB12,000,000 Provision of aesthetic medical services 89 % 89 % ( 深圳鵬愛秀琪醫療美容醫院有限公司 ) Baotou Pengai Yueji Medical Aesthetic Clinic Co. Ltd. (“Baotou Yueji”) The PRC Registered capital of RMB3,000,000 Provision of aesthetic medical services 51 % 51 % ( 包頭鵬愛悅己醫療美容門診有限公司 ) Yinchuanshi Pengai Yueji Aesthetic Medical Clinic Co. Ltd. The PRC Registered capital of RMB3,000,000 Provision of aesthetic medical services 51 % 51 % ( 銀川市鵬愛悅己醫療美容門診部有限公司 ) Chengdu Pengai Yueji Medical Aesthetic Clinic Co., Ltd. ( 成都鵬愛悅己醫療美容門診部有限公司 ) The PRC Registered capital of RMB3,000,000 Provision of aesthetic medical services 70 % 70 % Hangzhou Pengai Aesthetic Medical Clinic Co., Ltd. ( 杭州 鹏爱医疗美容门诊部有限公司 ) The PRC Registered capital of RMB2,500,000 Provision of aesthetic medical services 80 % 80 % |
Additional information_ conde_2
Additional information: condensed financial statements of the Company (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Additional information: condensed financial statements of the Company | |
Schedule of Condensed balance sheets of the parent company | 2018 2019 RMB’000 RMB’000 ASSETS Non‑current assets Investments in subsidiaries and due from subsidiaries 458,056 538,898 Current assets Other receivables, deposits and prepayments 4,200 504 Cash and cash equivalents 26,932 65,558 31,132 66,062 Total assets 489,188 604,960 EQUITY AND LIABILITIES Equity attributable to owners of the Company Share capital 265 428 Other reserves (249,621) 590,170 Total (deficit)/equity (249,356) 590,598 LIABILITIES Non‑current liabilities Convertible redeemable preferred shares 476,112 — Convertible note 70,598 — Exchangeable note liabilities 185,745 — Derivative financial instrument 301 — 732,756 — Current liabilities Accruals, other payables and provisions 5,788 14,362 Total liabilities 738,544 14,362 Total equity and liabilities 489,188 604,960 |
Schedule of Condensed statements of comprehensive income of the parent company | 2017 2018 2019 RMB’000 RMB’000 RMB’000 Profit from subsidiaries 71,644 55,581 40,231 Selling expenses — (1,537) (1,889) General and administrative expenses (14,206) (9,252) (72,908) Finance income — 14 — Finance costs (4,816) (4,660) (4,144) Fair value loss of convertible redeemable preferred shares (85,461) (226,248) 136,656 Fair value loss of convertible note (1,283) (9,152) (5,193) Fair value loss of exchangeable note liabilities (38,307) (56,925) 45,274 Fair value loss of derivative financial instrument — (301) 301 (Loss)/profit before income tax (72,429) (252,480) 138,328 Income tax expense — — — (Loss)/profit for the year (72,429) (252,480) 138,328 Other comprehensive income: Items that may be subsequently reclassified to profit or loss Currency translation differences (215) 1,088 672 Total other comprehensive (loss)/income for the year, net of tax (215) 1,088 672 Total comprehensive (loss)/income for the year (72,644) (251,392) 139,000 |
Schedule of Condensed statements of cash flows of the parent company | 2017 2018 2019 RMB’000 RMB’000 RMB’000 Net cash generated from/(used in) operating activities (36,026) (13,517) (55,411) Net cash (used in)/from investing activities (11) 14 (7,940) Net cash (used in)/generated from financing activities (4,816) 21,040 101,977 Net (decrease)/increase in cash and cash equivalents (40,853) 7,537 38,626 Cash and cash equivalents at beginning of the year 60,248 19,395 26,932 Cash and cash equivalents at end of the year 19,395 26,932 65,558 |
General information - (Details)
General information - (Details) | 1 Months Ended |
Oct. 31, 2019USD ($) | |
General information | |
Net proceeds from offering | $ 27,600,000 |
Summary of significant accoun_4
Summary of significant accounting policies - Leases (Details) - CNY (¥) | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
IFRS 16 - Leases | |||
Percentage of revenue | 50.00% | ||
Net current liabilities | ¥ 608,000 | ||
Lease liabilities | ¥ 133,107,000 | 201,881,000 | |
Lease adjustments | |||
Current lease liabilities | 24,329,000 | 36,266,000 | |
Non-current lease liabilities | 108,778,000 | 165,615,000 | |
Lease liabilities | ¥ 133,107,000 | ¥ 201,881,000 | |
IFRS 16 | |||
IFRS 16 - Leases | |||
Weighted average lessee's incremental borrowing rate applied to lease liabilities recognised at date of initial application of IFRS 16 | 6.67% | ||
Operating lease commitments disclosed at 31 December 2018 | ¥ 201,286,000 | ||
Discounted using lessee's incremental borrowing rate as of 1 January 2019 | ¥ 133,695,000 | ||
Less: short-term leases recognised on a straight-line basis as expense | (588,000) | ||
Lease liabilities | 133,107,000 | ||
Lease adjustments | |||
Current lease liabilities | 24,329,000 | ||
Non-current lease liabilities | 108,778,000 | ||
Lease liabilities | 133,107,000 | ||
Decrease in other receivables | 4,821,000 | ||
Right-of-use assets | ¥ 137,928,000 |
Summary of significant accoun_5
Summary of significant accounting policies - Contractual arrangements with respect to equity interests in certain PRC subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2019 | |
PRC subsidiaries | |
Percentage of equity interest held in certain PRC medical institutions after transfer of interests | 70 |
Dr. Zhou Pengwu | |
PRC subsidiaries | |
Equity interest subject to contractual agreements | 24.00% |
Yantai Pengai Jiayan Cosmetic Surgery Hospital Co., Ltd | |
PRC subsidiaries | |
Equity interest subject to contractual agreements | 30.00% |
Hangzhou Pengai | |
PRC subsidiaries | |
Equity interest subject to contractual agreements | 30.00% |
Chongqing Pengai Aesthetic Medical Hospital Co., Ltd | |
PRC subsidiaries | |
Equity interest subject to contractual agreements | 19.00% |
Changsha Pengai Aesthetic Medical Hospital Co., Ltd | |
PRC subsidiaries | |
Equity interest subject to contractual agreements | 10.00% |
Shenzhen Pengai Xiuqi Aesthetic Medical Hospital Co., Ltd | |
PRC subsidiaries | |
Equity interest subject to contractual agreements | 22.00% |
Guangzhou Pengai Aesthetic Medical Hospital Co., Ltd | |
PRC subsidiaries | |
Equity interest subject to contractual agreements | 26.00% |
Jinan Pengai Medical Aesthetic Clinic Co., Ltd | |
PRC subsidiaries | |
Equity interest subject to contractual agreements | 25.00% |
Bottom of Range | |
PRC subsidiaries | |
Percentage of equity interest historically held in PRC subsidiaries | 70.00% |
Proportion of ownership interest in associate | 20.00% |
Top of Range | |
PRC subsidiaries | |
Allowable percentage of foreign investment in PRC medical institutions through joint venture entities | 70.00% |
Proportion of ownership interest in associate | 50.00% |
Summary of significant accoun_6
Summary of significant accounting policies - Segment reporting (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Summary of significant accounting policies | |
Number of operating and reportable segments | 1 |
Summary of significant accoun_7
Summary of significant accounting policies - Depreciation of property, plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Machinery and equipment | |
Property, plant and equipment | |
Estimated useful life of property, plant and equipment | 10 years |
Office equipment, furniture, fixture and motor vehicles | Bottom of Range | |
Property, plant and equipment | |
Estimated useful life of property, plant and equipment | 5 years |
Office equipment, furniture, fixture and motor vehicles | Top of Range | |
Property, plant and equipment | |
Estimated useful life of property, plant and equipment | 10 years |
Buildings | |
Property, plant and equipment | |
Estimated useful life of property, plant and equipment | 20 years |
Buildings | Top of Range | |
Property, plant and equipment | |
Estimated useful life of property, plant and equipment | 50 years |
Summary of significant accoun_8
Summary of significant accounting policies - Investment properties (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Investment properties | |
Estimated useful life of investment properties | 20 years |
Bottom of Range | |
Investment properties | |
Estimated useful life of investment properties | 20 years |
Top of Range | |
Investment properties | |
Estimated useful life of investment properties | 25 years |
Summary of significant accoun_9
Summary of significant accounting policies - Intangible assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Computer software | |
Intangible assets | |
Amortization period | 5 years |
Bottom of Range | Medical licenses | |
Intangible assets | |
Amortization period | 2 years |
Bottom of Range | Tradenames | |
Intangible assets | |
Amortization period | 19 years |
Top of Range | Medical licenses | |
Intangible assets | |
Amortization period | 16 years |
Top of Range | Tradenames | |
Intangible assets | |
Amortization period | 20 years |
Financial risk management - Mar
Financial risk management - Market risk (Details) - CNY (¥) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Market risk | ||
Financial risk management | ||
Reasonable possible increase (decrease) in risk assumption | 5.00% | 5.00% |
Reasonable possible increase (decrease) in post tax results due to change in risk assumption | ¥ 3,073,000 | ¥ 32,811,000 |
Cash flow and fair value interest rate risk | ||
Financial risk management | ||
Reasonable possible increase (decrease) in risk assumption | 0.10% | 0.10% |
Reasonable possible increase (decrease) in post tax results due to change in risk assumption | ¥ 74,000 | ¥ 73,000 |
Financial risk management - Liq
Financial risk management - Liquidity risk (Details) - CNY (¥) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Financial risk management | ||
Net current liabilities | ¥ 608,000 | |
Undiscounted cash flows, including interest | 443,890,000 | ¥ 616,040,000 |
Within 1 year | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 231,997,000 | 135,740,000 |
Between 1 and 2 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 54,654,000 | 480,300,000 |
Between 2 and 5 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 111,294,000 | |
After 5 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | ¥ 45,945,000 | |
Series A Preferred Shares | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 229,505,000 | |
Series A Preferred Shares | Between 1 and 2 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 229,505,000 | |
Series A Preferred Shares | Liquidity risk | ||
Financial risk management | ||
Maximum exposure to issue price (as a percent) | 100.00% | |
Accrued amount of maximum exposure (as a percent) | 10.00% | |
Convertible note | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 94,880,000 | |
Convertible note | Within 1 year | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 4,777,000 | |
Convertible note | Between 1 and 2 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 90,103,000 | |
Convertible note | Liquidity risk | ||
Financial risk management | ||
Maximum exposure to issue price (as a percent) | 100.00% | |
Accrued amount of maximum exposure (as a percent) | 15.00% | |
Exchangeable note liabilities | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 139,889,000 | |
Exchangeable note liabilities | Between 1 and 2 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 139,889,000 | |
Exchangeable note liabilities | Liquidity risk | ||
Financial risk management | ||
Maximum exposure to issue price (as a percent) | 100.00% | |
Accrued amount of maximum exposure (as a percent) | 10.00% | |
Borrowings | ||
Financial risk management | ||
Undiscounted cash flows, including interest | ¥ 146,560,000 | 102,726,000 |
Borrowings | Within 1 year | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 133,237,000 | 81,923,000 |
Borrowings | Between 1 and 2 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 13,323,000 | 20,803,000 |
Lease liabilities | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 246,489,000 | |
Lease liabilities | Within 1 year | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 47,919,000 | |
Lease liabilities | Between 1 and 2 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 41,331,000 | |
Lease liabilities | Between 2 and 5 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 111,294,000 | |
Lease liabilities | After 5 years | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 45,945,000 | |
Trade payables | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 17,017,000 | 14,356,000 |
Trade payables | Within 1 year | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 17,017,000 | 14,356,000 |
Accruals and other payables (excluding accrued employee benefits and other taxes) | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 33,198,000 | 34,466,000 |
Accruals and other payables (excluding accrued employee benefits and other taxes) | Within 1 year | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 33,198,000 | 34,466,000 |
Amounts due to related parties | ||
Financial risk management | ||
Undiscounted cash flows, including interest | 626,000 | 218,000 |
Amounts due to related parties | Within 1 year | ||
Financial risk management | ||
Undiscounted cash flows, including interest | ¥ 626,000 | ¥ 218,000 |
Financial risk management - Cap
Financial risk management - Capital risk management (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Financial risk management | ||||
Borrowings | ¥ 140,387 | ¥ 97,006 | ||
Add: Series A Preferred Shares (Note 26) | 476,112 | |||
Add: Convertible note (Note 27) | 70,598 | |||
Add: Exchangeable note liabilities (Note 28) | 185,745 | |||
Less: Cash and cash equivalents (Note 18) | (154,490) | (101,886) | ¥ (105,345) | |
Net debt | (14,103) | 727,575 | ||
Total deficit | 590,598 | (249,356) | ¥ (22,240) | ¥ 49,001 |
Total capital | ¥ 576,495 | ¥ 478,219 | ||
Gearing ratio | 152.14% |
Financial risk management - Fai
Financial risk management - Fair value estimation (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | ¥ 732,756 | |
Series A Preferred Shares | Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | 476,112 | |
Convertible note | Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | 70,598 | |
Exchangeable note liabilities | Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | 185,745 | |
Derivative financial instrument | Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | 301 | |
Level 3 | ||
Financial risk management | ||
Liabilities | 732,756 | ¥ 440,130 |
Level 3 | Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | 732,756 | |
Level 3 | Series A Preferred Shares | ||
Financial risk management | ||
Liabilities | 476,112 | 249,864 |
Level 3 | Series A Preferred Shares | Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | 476,112 | |
Level 3 | Convertible note | ||
Financial risk management | ||
Liabilities | 70,598 | 61,446 |
Level 3 | Convertible note | Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | 70,598 | |
Level 3 | Exchangeable note liabilities | ||
Financial risk management | ||
Liabilities | 185,745 | ¥ 128,820 |
Level 3 | Exchangeable note liabilities | Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | 185,745 | |
Level 3 | Derivative financial instrument | ||
Financial risk management | ||
Liabilities | 301 | |
Level 3 | Derivative financial instrument | Financial liabilities at fair value through profit or loss | ||
Financial risk management | ||
Liabilities | ¥ 301 |
Financial risk management - Cha
Financial risk management - Changes in level 3 liability (Details) - Level 3 - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of changes in fair value measurement, liabilities | ||
Opening balance | ¥ 732,756 | ¥ 440,130 |
Fair value at issuance date | 1,199 | |
Change in fair value | (177,038) | 291,427 |
Converted into ordinary share upon initial public offering | (479,927) | |
Repayment during the year | (75,791) | |
Closing balance | 732,756 | |
Exchangeable note liabilities | ||
Reconciliation of changes in fair value measurement, liabilities | ||
Opening balance | 185,745 | 128,820 |
Change in fair value | (45,274) | 56,925 |
Converted into ordinary share upon initial public offering | (140,471) | |
Closing balance | 185,745 | |
Convertible note | ||
Reconciliation of changes in fair value measurement, liabilities | ||
Opening balance | 70,598 | 61,446 |
Change in fair value | 5,193 | 9,152 |
Repayment during the year | (75,791) | |
Closing balance | 70,598 | |
Series A Preferred Shares | ||
Reconciliation of changes in fair value measurement, liabilities | ||
Opening balance | 476,112 | 249,864 |
Change in fair value | (136,656) | 226,248 |
Converted into ordinary share upon initial public offering | (339,456) | |
Closing balance | 476,112 | |
Derivative financial instrument | ||
Reconciliation of changes in fair value measurement, liabilities | ||
Opening balance | 301 | |
Fair value at issuance date | 1,199 | |
Change in fair value | ¥ (301) | (898) |
Closing balance | ¥ 301 |
Revenue (Details)
Revenue (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | |||
Revenue | ¥ 869,050,000 | ¥ 761,306,000 | ¥ 697,396,000 |
Contract liabilities | 5,542,000 | 5,996,000 | 5,091,000 |
Nonsurgical aesthetic medical services | |||
Revenue | |||
Revenue | 489,569,000 | 373,348,000 | 331,428,000 |
Surgical aesthetic medical services | |||
Revenue | |||
Revenue | 319,239,000 | 313,897,000 | 239,094,000 |
General healthcare services and other aesthetic medical services | |||
Revenue | |||
Revenue | ¥ 60,242,000 | ¥ 74,061,000 | ¥ 126,874,000 |
Expenses by nature (Details)
Expenses by nature (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Expenses by nature | |||
Employee benefit expenses (Note 7) | ¥ 258,495 | ¥ 191,306 | ¥ 160,853 |
Advertising and marketing expenses | 303,856 | 245,859 | 227,544 |
Cost of inventories and consumables | 112,617 | 106,950 | 91,685 |
Operating lease rental expenses | 8,986 | 43,432 | 39,216 |
Amortisation and depreciation | 83,834 | 32,140 | 29,111 |
Utilities and office expenses | 51,271 | 48,888 | 45,633 |
Travelling and entertainment expenses | 28,173 | 15,037 | 13,523 |
Bank charges | 5,158 | 4,059 | 4,347 |
Loss on disposal of property, plant and equipment | 1,444 | 80 | 559 |
Legal and professional fee | 6,032 | 658 | |
Other expenses | 25,479 | 19,169 | 15,249 |
Total expenses | ¥ 885,345 | ¥ 707,578 | ¥ 627,720 |
Employee benefit expenses (Deta
Employee benefit expenses (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee benefit expenses | |||
Wages and salaries | ¥ 186,716,000 | ¥ 169,546,000 | ¥ 141,844,000 |
Share-based compensation expenses | 47,788,000 | ||
Pension costs-defined contribution plans | 12,935,000 | 12,026,000 | 9,377,000 |
Other staff welfare expenses | 11,056,000 | 9,734,000 | 9,632,000 |
Employee benefit expenses | ¥ 258,495,000 | ¥ 191,306,000 | ¥ 160,853,000 |
Finance income and costs (Detai
Finance income and costs (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finance costs | |||
Interest expense on bank borrowings | ¥ (6,055) | ¥ (4,584) | ¥ (1,766) |
Interest expense on borrowings | (1,327) | ||
Interest expense on convertible note | (4,144) | (4,660) | (4,815) |
Interest expense on lease liabilities | (12,767) | ||
Finance costs | (24,293) | (9,244) | (6,581) |
Finance income | |||
Interest income on shortterm bank deposits | 388 | 322 | 868 |
Finance costs-net | ¥ (23,905) | ¥ (8,922) | ¥ (5,713) |
Income tax expense (Details)
Income tax expense (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current tax | |||
PRC enterprise income tax | ¥ 20,393 | ¥ 21,073 | ¥ 18,713 |
Deferred tax | |||
Origination and reversal of temporary differences (Note 22) | (6,357) | (2,565) | 547 |
Total tax expense (income) | ¥ 14,036 | ¥ 18,508 | ¥ 19,260 |
Income tax expense - Taxation o
Income tax expense - Taxation on the Group's profit/(loss) before income tax (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of tax rates | |||
Profit/(loss) before income tax | ¥ 152,364 | ¥ (233,972) | ¥ (53,169) |
Calculated at a taxation rate of 25% | 38,091 | (58,493) | (13,292) |
Expenses not tax deductible | 25,920 | 79,114 | 35,875 |
Income not subject to tax | (50,693) | (1,716) | |
Utilisation of previously unrecognised tax losses | (65) | ||
Recognition of previously unrecognised temporary difference | 384 | ||
Tax losses not recognised | 2,369 | 366 | |
Difference in overseas tax rates | (124) | (364) | (146) |
Under-provision in respect of prior years | 32 | ||
Over-provision in respect of prior years | (1,727) | (3,543) | |
Effect of preferential tax rates | (184) | ||
Total tax expense (income) | ¥ 14,036 | ¥ 18,508 | ¥ 19,260 |
Applicable tax rate | 25.00% | 25.00% | 25.00% |
Income tax expense - Additional
Income tax expense - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax expense | |||
Income tax rate | 25.00% | 25.00% | 25.00% |
Hong Kong | |||
Income tax expense | |||
Income tax rate | 16.50% | 16.50% | |
PRC | |||
Income tax expense | |||
Income tax rate | 25.00% | 25.00% | 25.00% |
Singapore | |||
Income tax expense | |||
Income tax rate | 17.00% | 17.00% | 17.00% |
(Loss)_earnings per share - Com
(Loss)/earnings per share - Computation of basic and diluted profit/(loss) per share (Details) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019CNY (¥)category¥ / sharesshares | Dec. 31, 2018CNY (¥)category¥ / sharesshares | Dec. 31, 2017CNY (¥)category¥ / sharesshares | |
Earnings/(loss) per share | |||
Number of categories of dilutive securities | category | 4 | 2 | 2 |
(Loss)/profit attributable to owners of the Company-basic | ¥ | ¥ 136,309 | ¥ (255,237) | ¥ (76,675) |
(Loss)/profit attributable to owners of the Company-diluted | ¥ | ¥ (45,621) | ¥ (255,237) | ¥ (76,675) |
Weighted average number of shares-basic | 46,097,963 | 41,060,255 | 41,000,000 |
Cancellation of ordinary shares due to conversion of exchangeable note liabilities | (4,863,438) | ||
Weighted average number of shares-diluted | 58,791,662 | 41,060,255 | 41,000,000 |
(Loss)/earnings per share-basic (RMB) | ¥ / shares | ¥ 2.96 | ¥ (6.22) | ¥ (1.87) |
Loss per share - diluted (RMB) | ¥ / shares | ¥ (0.78) | ¥ (6.22) | ¥ (1.87) |
Series A Preferred Shares | |||
Earnings/(loss) per share | |||
Reversal of fair value gain | ¥ | ¥ (136,656) | ||
Conversion of convertible instrument | 12,693,699 | ||
Exchangeable note liabilities | |||
Earnings/(loss) per share | |||
Reversal of fair value gain | ¥ | ¥ (45,274) | ||
Conversion of convertible instrument | 4,863,438 |
Property, plant and equipment_2
Property, plant and equipment (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, plant and equipment | |||
Opening net book amount | ¥ 235,028,000 | ¥ 210,286,000 | |
Adjustment for Adoption of IFRS 16 (Note 2.2.1) | 137,928,000 | ||
Restated opening net book amount | 372,956,000 | ||
Additions | 168,026,000 | 48,058,000 | |
Transfer from investment properties | 29,460,000 | ||
Writtenoff | (3,780,000) | (103,000) | |
Business combination (Note 30) | 48,405,000 | 6,366,000 | |
Disposal of subsidiaries (Note 31) | (17,731,000) | (2,273,000) | |
Depreciation charges | (78,163,000) | (27,306,000) | ¥ (25,522,000) |
Translation adjustments | 150,000 | ||
Closing net book amount | 519,323,000 | 235,028,000 | 210,286,000 |
Property, plant and equipment pledged as security for bank loans | 38,804,000 | 757,000 | |
Amount of increase in depreciation charges had there been no revision of estimated useful lives | 12,018,000 | ||
Buildings | |||
Property, plant and equipment | |||
Opening net book amount | 1,088,000 | 1,208,000 | |
Restated opening net book amount | 1,088,000 | ||
Additions | 18,420,000 | ||
Transfer from investment properties | 29,460,000 | ||
Depreciation charges | (619,000) | (120,000) | |
Closing net book amount | 48,349,000 | 1,088,000 | 1,208,000 |
Leasehold improvements | |||
Property, plant and equipment | |||
Opening net book amount | 149,034,000 | 120,597,000 | |
Restated opening net book amount | 149,034,000 | ||
Additions | 44,858,000 | 36,522,000 | |
Business combination (Note 30) | 14,291,000 | 5,261,000 | |
Disposal of subsidiaries (Note 31) | (6,224,000) | (891,000) | |
Depreciation charges | (15,732,000) | (12,455,000) | |
Translation adjustments | 10,000 | ||
Closing net book amount | 186,237,000 | 149,034,000 | 120,597,000 |
Machinery and equipment | |||
Property, plant and equipment | |||
Opening net book amount | 70,736,000 | 73,800,000 | |
Restated opening net book amount | 70,736,000 | ||
Additions | 13,503,000 | 9,207,000 | |
Writtenoff | (1,339,000) | (40,000) | |
Business combination (Note 30) | 3,185,000 | 738,000 | |
Disposal of subsidiaries (Note 31) | (1,223,000) | (1,040,000) | |
Depreciation charges | (13,183,000) | (11,929,000) | |
Translation adjustments | 127,000 | ||
Closing net book amount | 71,806,000 | 70,736,000 | 73,800,000 |
Office equipment, furniture fixtures and motor vehicles | |||
Property, plant and equipment | |||
Opening net book amount | 14,170,000 | 14,681,000 | |
Restated opening net book amount | 14,170,000 | ||
Additions | 4,753,000 | 2,329,000 | |
Writtenoff | (105,000) | (63,000) | |
Business combination (Note 30) | 1,427,000 | 367,000 | |
Disposal of subsidiaries (Note 31) | (119,000) | (342,000) | |
Depreciation charges | (3,578,000) | (2,802,000) | |
Translation adjustments | (18,000) | ||
Closing net book amount | 16,530,000 | 14,170,000 | ¥ 14,681,000 |
Right-of-use assets | |||
Property, plant and equipment | |||
Adjustment for Adoption of IFRS 16 (Note 2.2.1) | 137,928,000 | ||
Restated opening net book amount | 137,928,000 | ||
Additions | 86,492,000 | ||
Writtenoff | (2,336,000) | ||
Business combination (Note 30) | 29,502,000 | ||
Disposal of subsidiaries (Note 31) | (10,165,000) | ||
Depreciation charges | (45,051,000) | ||
Translation adjustments | 31,000 | ||
Closing net book amount | 196,401,000 | ||
Cost | |||
Property, plant and equipment | |||
Opening net book amount | 433,159,000 | ||
Closing net book amount | 785,846,000 | 433,159,000 | |
Cost | Buildings | |||
Property, plant and equipment | |||
Opening net book amount | 2,528,000 | ||
Closing net book amount | 50,408,000 | 2,528,000 | |
Cost | Leasehold improvements | |||
Property, plant and equipment | |||
Opening net book amount | 234,420,000 | ||
Closing net book amount | 286,457,000 | 234,420,000 | |
Cost | Machinery and equipment | |||
Property, plant and equipment | |||
Opening net book amount | 162,636,000 | ||
Closing net book amount | 171,162,000 | 162,636,000 | |
Cost | Office equipment, furniture fixtures and motor vehicles | |||
Property, plant and equipment | |||
Opening net book amount | 33,575,000 | ||
Closing net book amount | 39,210,000 | 33,575,000 | |
Cost | Right-of-use assets | |||
Property, plant and equipment | |||
Closing net book amount | 238,609,000 | ||
Accumulated depreciation | |||
Property, plant and equipment | |||
Opening net book amount | (198,131,000) | ||
Closing net book amount | (266,523,000) | (198,131,000) | |
Accumulated depreciation | Buildings | |||
Property, plant and equipment | |||
Opening net book amount | (1,440,000) | ||
Closing net book amount | (2,059,000) | (1,440,000) | |
Accumulated depreciation | Leasehold improvements | |||
Property, plant and equipment | |||
Opening net book amount | (85,386,000) | ||
Closing net book amount | (100,220,000) | (85,386,000) | |
Accumulated depreciation | Machinery and equipment | |||
Property, plant and equipment | |||
Opening net book amount | (91,900,000) | ||
Closing net book amount | (99,356,000) | (91,900,000) | |
Accumulated depreciation | Office equipment, furniture fixtures and motor vehicles | |||
Property, plant and equipment | |||
Opening net book amount | (19,405,000) | ||
Closing net book amount | (22,680,000) | ¥ (19,405,000) | |
Accumulated depreciation | Right-of-use assets | |||
Property, plant and equipment | |||
Closing net book amount | ¥ (42,208,000) |
Lease (Details)
Lease (Details) - CNY (¥) | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Lease liabilities | ||
Current | ¥ 36,266,000 | ¥ 24,329,000 |
Non-current | 165,615,000 | 108,778,000 |
Lease liabilities | 201,881,000 | ¥ 133,107,000 |
Amounts recognised in the statement of comprehensive income: | ||
Interest expense (included in finance) (Note 8) | 12,767,000 | |
Expense relating to short-term leases (included in cost of goods sold and administrative expenses) | 8,986,000 | |
Total cash outflow for leases | ¥ 49,692,000 |
Investment properties (Details)
Investment properties (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Investment properties | |||
Beginning balance | ¥ 47,168,000 | ||
Charge for the year | 2,335,000 | ¥ 2,439,000 | ¥ 1,322,000 |
Ending balance | ¥ 15,373,000 | 47,168,000 | |
Investment properties useful life | 20 years | ||
Investment properties pledged as security for bank loans | ¥ 15,373,000 | 47,168,000 | |
Fair value of the investment properties | 61,506,000 | 103,986,000 | |
Cost | |||
Investment properties | |||
Beginning balance | 59,276,000 | 27,824,000 | |
Additions | 31,452,000 | ||
Transfer to owner-occupied property | (31,452,000) | ||
Ending balance | 27,824,000 | 59,276,000 | 27,824,000 |
Accumulated depreciation | |||
Investment properties | |||
Beginning balance | (12,108,000) | (9,669,000) | |
Transfer to owner-occupied property | 1,992,000 | ||
Charge for the year | (2,335,000) | (2,439,000) | |
Ending balance | ¥ (12,451,000) | ¥ (12,108,000) | ¥ (9,669,000) |
Bottom of Range | |||
Investment properties | |||
Investment properties useful life | 20 years | ||
Top of Range | |||
Investment properties | |||
Investment properties useful life | 25 years |
Investment properties - Amounts
Investment properties - Amounts recognised in income statement and future aggregate minimum lease receipts (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Investment properties | |||
Rental income | ¥ 1,401 | ¥ 1,380 | ¥ 1,188 |
Future aggregate minimum lease receipts under non cancellable operating leases | 5,131 | 7,954 | 1,144 |
Within 1 year | |||
Investment properties | |||
Future aggregate minimum lease receipts under non cancellable operating leases | 1,310 | 2,823 | ¥ 1,144 |
Later than 1 year and not later than 5 years | |||
Investment properties | |||
Future aggregate minimum lease receipts under non cancellable operating leases | ¥ 3,821 | ¥ 5,131 |
Intangible assets (Details)
Intangible assets (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible assets | |||
Opening net book amount | ¥ 67,712,000 | ¥ 61,803,000 | |
Additions | 6,886,000 | 3,233,000 | |
Business combination (Note 30) | 105,004,000 | 5,662,000 | |
Disposal of subsidiaries (Note 31) | (383,000) | (591,000) | |
Amortisation | (3,336,000) | (2,395,000) | ¥ (2,267,000) |
Impairment loss | (1,405,000) | ||
Increase (decrease) through net exchange differences, intangible assets other than goodwill | 939,000 | ||
Closing net book amount | 175,417,000 | 67,712,000 | 61,803,000 |
Goodwill from acquisition of subsidiaries | 61,534,000 | 4,487,000 | |
Goodwill | |||
Intangible assets | |||
Opening net book amount | 54,479,000 | 50,564,000 | |
Business combination (Note 30) | 61,534,000 | 4,487,000 | |
Disposal of subsidiaries (Note 31) | (367,000) | (572,000) | |
Impairment loss | (1,405,000) | ||
Increase (decrease) through net exchange differences, intangible assets other than goodwill | 939,000 | ||
Closing net book amount | 115,180,000 | 54,479,000 | 50,564,000 |
Computer software | |||
Intangible assets | |||
Opening net book amount | 3,625,000 | 649,000 | |
Additions | 6,886,000 | 3,233,000 | |
Business combination (Note 30) | 45,000 | ||
Disposal of subsidiaries (Note 31) | (16,000) | (19,000) | |
Amortisation | (974,000) | (283,000) | |
Closing net book amount | 9,521,000 | 3,625,000 | 649,000 |
Medical licenses | |||
Intangible assets | |||
Opening net book amount | 179,000 | 1,820,000 | |
Amortisation | (179,000) | (1,641,000) | |
Closing net book amount | 179,000 | 1,820,000 | |
Tradenames | |||
Intangible assets | |||
Opening net book amount | 9,429,000 | 8,770,000 | |
Business combination (Note 30) | 43,470,000 | 1,130,000 | |
Amortisation | (2,183,000) | (471,000) | |
Closing net book amount | 50,716,000 | 9,429,000 | ¥ 8,770,000 |
Cost | |||
Intangible assets | |||
Opening net book amount | 98,267,000 | ||
Closing net book amount | 194,322,000 | 98,267,000 | |
Cost | Goodwill | |||
Intangible assets | |||
Opening net book amount | 58,372,000 | ||
Closing net book amount | 116,585,000 | 58,372,000 | |
Cost | Computer software | |||
Intangible assets | |||
Opening net book amount | 6,389,000 | ||
Closing net book amount | 13,189,000 | 6,389,000 | |
Cost | Medical licenses | |||
Intangible assets | |||
Opening net book amount | 23,606,000 | ||
Closing net book amount | 11,178,000 | 23,606,000 | |
Cost | Tradenames | |||
Intangible assets | |||
Opening net book amount | 9,900,000 | ||
Closing net book amount | 53,370,000 | 9,900,000 | |
Accumulated depreciation | |||
Intangible assets | |||
Opening net book amount | (30,555,000) | ||
Closing net book amount | (18,905,000) | (30,555,000) | |
Accumulated depreciation | Goodwill | |||
Intangible assets | |||
Opening net book amount | (3,893,000) | ||
Closing net book amount | (1,405,000) | (3,893,000) | |
Accumulated depreciation | Computer software | |||
Intangible assets | |||
Opening net book amount | (2,764,000) | ||
Closing net book amount | (3,668,000) | (2,764,000) | |
Accumulated depreciation | Medical licenses | |||
Intangible assets | |||
Opening net book amount | (23,427,000) | ||
Closing net book amount | (11,178,000) | (23,427,000) | |
Accumulated depreciation | Tradenames | |||
Intangible assets | |||
Opening net book amount | (471,000) | ||
Closing net book amount | ¥ (2,654,000) | ¥ (471,000) |
Intangible assets - Estimated g
Intangible assets - Estimated growth Rates (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Estimated growth rates for cash flow projections | ||
Period for cash flow projections | 5 years | |
Extrapolated growth rate | 3.00% | 3.00% |
Bottom of Range | ||
Estimated growth rates for cash flow projections | ||
Annual compound revenue growth rate | 6.00% | 5.00% |
Annual gross profit ratio | 45.90% | 67.40% |
Discount rate | 16.00% | 16.50% |
Top of Range | ||
Estimated growth rates for cash flow projections | ||
Annual compound revenue growth rate | 17.90% | 26.60% |
Annual gross profit ratio | 76.60% | 69.20% |
Discount rate | 17.10% | 19.00% |
Investments accounted for usi_3
Investments accounted for using the equity method - Changes in investments accounted for using the equity method (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Investments accounted for using the equity method | ||
At 1 January | ¥ 26,244 | ¥ 32,988 |
Disposal of associates | (2,249) | |
Dividend received | (6,225) | |
Step -up acquisition | (15,749) | |
Disposal | 1,499 | |
Share of profit/(loss) | (1,738) | 1,730 |
At 31 December | ¥ 10,256 | ¥ 26,244 |
Investments accounted for usi_4
Investments accounted for using the equity method - Nature of investments in associates (Details) - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 | May 28, 2018 | Nov. 30, 2017 | Nov. 29, 2017 | Mar. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Summarised balance sheet | |||||||||
Proportion of ownership interest held | 83.00% | 79.00% | |||||||
Proportion of ownership interest disposed off | 4.00% | ||||||||
Hangzhou Pengai | |||||||||
Summarised balance sheet | |||||||||
Percentage of share capital acquired | 49.00% | ||||||||
Cash consideration | ¥ 5,000,000 | ¥ 6,000,000 | |||||||
Proportion of ownership interest held | 100.00% | ||||||||
Shenzhen Yueji | |||||||||
Summarised balance sheet | |||||||||
Equity interest in associate (in percent) | 30.00% | ||||||||
Percentage of share capital acquired | 30.00% | 30.00% | 30.00% | 30.00% | |||||
Cash consideration | ¥ 30,000,000 | ¥ 30,000,000 | ¥ 30,000,000 | ¥ 30,000,000 | |||||
Proportion of ownership interest held | 60.00% | ||||||||
Shenzhen Yueji | |||||||||
Summarised balance sheet | |||||||||
Proportion of ownership interest held | 60.00% | ||||||||
Moyan (Shenzhen) Network Technology Co., Ltd | |||||||||
Summarised balance sheet | |||||||||
Equity interest in associate (in percent) | 46.00% | 46.00% | |||||||
Shenzhen Yueji | |||||||||
Summarised balance sheet | |||||||||
Equity interest in associate (in percent) | 30.00% | ||||||||
Mendis Aesthetic PTE. Ltd | |||||||||
Summarised balance sheet | |||||||||
Equity interest in associate (in percent) | 44.40% | 40.00% | |||||||
Baotou Pengai Yueji Medical Aesthetic Clinic Co. Ltd. ("Baotou Yueji") | |||||||||
Summarised balance sheet | |||||||||
Equity interest in associate (in percent) | 46.00% | 51.00% | |||||||
Proportion of ownership interest disposed off | 5.00% |
Investments accounted for usi_5
Investments accounted for using the equity method - Summarised balance sheet (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current | ||||
Cash and cash equivalents | ¥ 154,490 | ¥ 101,886 | ¥ 105,345 | |
Total current assets | 264,694 | 282,967 | ||
Lease liabilities | (36,266) | ¥ (24,329) | ||
Total current liabilities | (265,302) | (171,292) | ||
Total noncurrent assets | 782,441 | 393,572 | ||
Associates | ||||
Current | ||||
Cash and cash equivalents | 1,281 | 3,306 | ||
Other current assets (excluding cash and cash equivalents) | 3,860 | 31,501 | ||
Total current assets | 5,141 | 34,807 | ||
Financial liabilities (excluding trade payables) | (6,439) | (4,379) | ||
Lease liabilities | (1,023) | |||
Other current liabilities (including trade payables) | (483) | (6,454) | ||
Total current liabilities | (7,945) | (10,833) | ||
Total noncurrent assets | 15,327 | 7,867 | ||
Net assets | ¥ 11,466 | ¥ 31,841 |
Investments accounted for usi_6
Investments accounted for using the equity method - Summarised statement of comprehensive income (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summarised statement of comprehensive income | |||
Revenue | ¥ 869,050 | ¥ 761,306 | ¥ 697,396 |
Depreciation and amortisation | (83,834) | (32,140) | (29,111) |
Profit/(loss) before income tax | 152,364 | (233,972) | (53,169) |
Income tax expense | (14,036) | (18,508) | (19,260) |
Profit (loss) for the year | 138,328 | (252,480) | ¥ (72,429) |
Associates | |||
Summarised statement of comprehensive income | |||
Revenue | 2,702 | 111,630 | |
Depreciation and amortisation | (1,609) | (319) | |
Interest expense | (61) | (417) | |
Profit/(loss) before income tax | (765) | 9,851 | |
Income tax expense | (2,290) | ||
Profit (loss) for the year | ¥ (765) | ¥ 7,561 |
Trade and other receivables, _3
Trade and other receivables, deposits and prepayments (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Trade and other receivables, deposits and prepayments | ||
Trade Receivables | ¥ 9,705 | ¥ 10,760 |
Other receivables | 6,657 | 31,492 |
Deposits | 50,779 | 6,685 |
Prepayments | 53,953 | 41,174 |
Deferred offering costs | 11,415 | |
Advances to employees | 2,187 | 3,880 |
Trade and other receivables , Gross | 113,576 | 94,646 |
Less: Noncurrent portion | ||
Prepayments and deposits | (42,298) | (5,166) |
Current portion | ¥ 71,278 | ¥ 89,480 |
Age of trade receivables | 30 days |
Inventories (Details)
Inventories (Details) - CNY (¥) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Inventories | ||
Pharmaceuticals | ¥ 2,780,000 | ¥ 1,968,000 |
Medical consumables | 23,340,000 | 19,175,000 |
Total current inventories | 26,120,000 | 21,143,000 |
Cost of inventories recognised as expense | ¥ 112,617,000 | ¥ 106,950,000 |
Cash and bank balances (Details
Cash and bank balances (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | |||
Cash at banks | ¥ 143,231 | ¥ 100,644 | |
Time deposit | 11,215 | ||
Cash on hand | 44 | 1,242 | |
Total | ¥ 154,490 | ¥ 101,886 | ¥ 105,345 |
Cash and bank balances - Purpos
Cash and bank balances - Purpose of Consolidated Statement (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and bank balances | ||||
Bank and cash balances | ¥ 154,490 | ¥ 102,547 | ¥ 106,006 | ¥ 129,626 |
Less: Assets held-for-sale | (661) | (661) | ||
Cash and cash equivalents | ¥ 154,490 | ¥ 101,886 | ¥ 105,345 |
Cash and bank balances - Denomi
Cash and bank balances - Denominated in currencies (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and bank balances | |||
Cash and cash equivalents. | ¥ 154,490 | ¥ 101,886 | ¥ 105,345 |
RMB | |||
Cash and bank balances | |||
Cash and cash equivalents. | 69,268 | 91,030 | |
US dollars | |||
Cash and bank balances | |||
Cash and cash equivalents. | 82,930 | 7,611 | |
Hong Kong dollars | |||
Cash and bank balances | |||
Cash and cash equivalents. | 1,021 | 1,476 | |
Singapore dollars | |||
Cash and bank balances | |||
Cash and cash equivalents. | ¥ 1,271 | ¥ 1,769 |
Assets and liabilities held-f_3
Assets and liabilities held-for-sale (Details) - CNY (¥) ¥ in Thousands | Nov. 29, 2017 | Jul. 19, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets and liabilities held for sale | |||||
Proportion of ownership interest held | 83.00% | 79.00% | |||
Property, plant and equipment. | ¥ 519,323 | ¥ 235,028 | ¥ 210,286 | ||
Cash and cash equivalents | ¥ 154,490 | 101,886 | ¥ 105,345 | ||
Total | 4,344 | ||||
Total | 1,989 | ||||
Wuhan Pengai | |||||
Assets and liabilities held for sale | |||||
Property, plant and equipment. | 3,240 | ||||
Inventories | 116 | ||||
Cash and cash equivalents | 661 | ||||
Other current assets | 327 | ||||
Total | 4,344 | ||||
Trade and other payables | 1,583 | ||||
Other current financial liabilities | 406 | ||||
Total | ¥ 1,989 | ||||
Wuhan Pengai | |||||
Assets and liabilities held for sale | |||||
Proportion of ownership interest held | 51.00% |
Share capital (Details)
Share capital (Details) | Oct. 25, 2019shares | Mar. 09, 2012USD ($)$ / shares | Mar. 09, 2012CNY (¥) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016shares |
Nominal value | |||||||||
Issuance of shares, Nominal value | ¥ | ¥ 211,959,000 | ¥ 25,700,000 | |||||||
Preferred shares converted into ordinary share upon initial public offering (Note iii), Nominal value | ¥ | 479,927,000 | ||||||||
Ordinary shares | |||||||||
Authorised: | |||||||||
Par value per share | $ / shares | $ 0.001 | ||||||||
Nominal value | |||||||||
Share issue price (in CNY per share) | ¥ / shares | ¥ 31.80 | ||||||||
American Depositary Shares | |||||||||
Number of shares | |||||||||
Issuance of shares upon initial public offering (Note ii) (in shares) | 2,500,000 | ||||||||
Series A Preferred Shares | |||||||||
Authorised: | |||||||||
Par value per share | $ / shares | $ 1 | ||||||||
Nominal value | |||||||||
Issuance of shares, Nominal value | $ 15,600,000 | ¥ 98,132,000 | |||||||
Number of shares converted | 15,600,000 | ||||||||
Share capital | |||||||||
Nominal value | |||||||||
Issuance of shares, Nominal value | ¥ | 53,000 | ¥ 6,000 | |||||||
Issuance of shares held as treasury shares (Note 32), Nominal value | ¥ | 41,000 | ||||||||
Preferred shares converted into ordinary share upon initial public offering (Note iii), Nominal value | ¥ | ¥ 110,000 | ||||||||
Share capital | Ordinary shares | |||||||||
Number of shares | |||||||||
Authorised at beginning, Number of shares | 121,983,052 | 121,983,052 | |||||||
Increased in authorised shares, Number of shares | 1,378,016,948 | ||||||||
Authorised at ending, Number of shares | 1,500,000,000 | 1,500,000,000 | 121,983,052 | 121,983,052 | |||||
Nominal value | |||||||||
Authorised at beginning , Nominal value | $ 122,000 | ¥ 802,000 | |||||||
Increased in authorised shares, Nominal value | ¥ 9,797,000 | $ 1,378,000 | |||||||
Authorised at ending, Nominal value | $ 1,500,000 | ¥ 10,599,000 | $ 122,000 | ¥ 802,000 | |||||
Number of shares | |||||||||
Issued and paid capital at beginning, Number of shares | 41,798,219 | 41,798,219 | 41,000,000 | 41,000,000 | |||||
Issuance of shares, independent third party | 798,219 | 798,219 | |||||||
Issuance of shares held as treasury shares (Note 33) (in shares) | 5,940,452 | 5,940,452 | |||||||
Issuance of shares upon initial public offering (Note ii) (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | ||||||
Preferred shares converted into ordinary share upon initial public offering (Note iii) (in shares) | 15,600,000 | 15,600,000 | 15,600,000 | ||||||
Issued and paid capital at ending, Number of shares | 70,838,671 | 70,838,671 | 41,798,219 | 41,798,219 | 41,000,000 | ||||
Nominal value | |||||||||
Balance at the beginning | $ 42,000 | ¥ 265,000 | $ 41,000 | ¥ 259,000 | |||||
Issuance of shares, Nominal value | 8,000 | 53,000 | 1,000 | 6,000 | |||||
Issuance of shares held as treasury shares (Note 32), Nominal value | 6,000 | 41,000 | |||||||
Preferred shares converted into ordinary share upon initial public offering (Note iii), Nominal value | 16,000 | 110,000 | |||||||
Balance at the end | $ 72,000 | ¥ 469,000 | $ 42,000 | ¥ 265,000 | $ 41,000 |
Other reserves (Details)
Other reserves (Details) - CNY (¥) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Other reserves | ||||
Balance at the beginning | ¥ (249,356,000) | ¥ (22,240,000) | ¥ 49,001,000 | |
Translation of foreign operations | 672,000 | 1,088,000 | (215,000) | |
Disposal of a subsidiary due to loss of control | (2,541,000) | 68,000 | (1,279,000) | |
Share-based payment | 47,788,000 | |||
Issuance of shares | 211,959,000 | 25,700,000 | ||
Transaction costs related to issuance of shares upon initial public offering | (45,516,000) | |||
Balance at the end | 590,598,000 | (249,356,000) | (22,240,000) | |
Share-based compensation expenses | 47,788,000 | |||
Reserves | ||||
Other reserves | ||||
Balance at the beginning | 95,245,000 | 66,684,000 | 62,363,000 | |
Translation of foreign operations | 672,000 | 1,088,000 | (215,000) | |
Transfer to statutory reserve | 4,621,000 | 4,875,000 | 5,475,000 | |
Disposal of a subsidiary due to loss of control | (17,000) | (1,057,000) | ||
Further acquisition of interests in subsidiaries (Note 32) | (5,741,000) | (3,410,000) | (308,000) | |
Partial disposal of interests in subsidiaries without loss of control (Note 32) | 493,000 | 331,000 | 426,000 | |
Share-based payment | 47,788,000 | |||
Issuance of shares | 211,906,000 | 25,694,000 | ||
Transaction costs related to issuance of shares upon initial public offering | (45,516,000) | |||
Preferred shares converted into ordinary share upon initial public offering | 339,346,000 | |||
Exchangeable note converted into ordinary share upon initial public offering | 140,471,000 | |||
Balance at the end | 789,285,000 | 95,245,000 | 66,684,000 | |
Capital reserve | ||||
Other reserves | ||||
Balance at the beginning | 61,303,000 | 35,609,000 | 35,609,000 | |
Issuance of shares | 211,906,000 | 25,694,000 | ||
Transaction costs related to issuance of shares upon initial public offering | (45,516,000) | |||
Preferred shares converted into ordinary share upon initial public offering | 339,346,000 | |||
Exchangeable note converted into ordinary share upon initial public offering | 140,471,000 | |||
Balance at the end | 707,510,000 | 61,303,000 | 35,609,000 | |
Merger reserve | ||||
Other reserves | ||||
Balance at the beginning | (10,000,000) | (10,000,000) | (10,000,000) | |
Balance at the end | (10,000,000) | (10,000,000) | (10,000,000) | |
Statutory reserve | ||||
Other reserves | ||||
Balance at the beginning | 37,962,000 | 33,104,000 | 28,686,000 | |
Transfer to statutory reserve | 4,621,000 | 4,875,000 | 5,475,000 | |
Disposal of a subsidiary due to loss of control | (17,000) | (1,057,000) | ||
Balance at the end | ¥ 42,583,000 | 37,962,000 | 33,104,000 | |
Threshold percentage of share capital reserves to total share capital after which appropriation is optional | 50.00% | |||
Share-based compensation reserve | ||||
Other reserves | ||||
Balance at the beginning | ¥ 67,960,000 | 67,960,000 | 67,960,000 | |
Share-based payment | 47,788,000 | |||
Balance at the end | 115,748,000 | 67,960,000 | 67,960,000 | |
Reserve resulting from lapsing of options | ¥ 67,960,000 | |||
Other reserve | ||||
Other reserves | ||||
Balance at the beginning | (61,980,000) | (59,989,000) | (59,892,000) | |
Translation of foreign operations | 672,000 | 1,088,000 | (215,000) | |
Further acquisition of interests in subsidiaries (Note 32) | (5,741,000) | (3,410,000) | (308,000) | |
Partial disposal of interests in subsidiaries without loss of control (Note 32) | 493,000 | 331,000 | 426,000 | |
Balance at the end | ¥ (66,556,000) | ¥ (61,980,000) | ¥ (59,989,000) |
Deferred income tax (Details)
Deferred income tax (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax | |||
Deferred tax assets | ¥ 19,900 | ¥ 12,254 | ¥ 11,922 |
Deferred tax liabilities | (12,829) | (1,971) | (2,648) |
Tax losses | |||
Deferred income tax | |||
Deferred tax assets | 17,478 | 12,254 | 11,922 |
Others | |||
Deferred income tax | |||
Deferred tax assets | 2,422 | ||
Deferred tax liabilities | (581) | ||
Medical licenses and tradenames | |||
Deferred income tax | |||
Deferred tax liabilities | ¥ (12,248) | ¥ (1,971) | ¥ (2,648) |
Deferred income tax - Deferred
Deferred income tax - Deferred income tax assets - net (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax | |||
Deferred income tax assets | ¥ 19,774 | ¥ 12,254 | |
Deferred income tax liabilities | (12,703) | (1,971) | |
Deferred income tax assets-net | 7,071 | 10,283 | ¥ 9,274 |
After more than 12 months | |||
Deferred income tax | |||
Deferred income tax assets | 19,765 | 12,254 | |
Deferred income tax liabilities | (12,031) | (1,847) | |
Within 1 year | |||
Deferred income tax | |||
Deferred income tax assets | 9 | ||
Deferred income tax liabilities | ¥ (672) | ¥ (124) |
Deferred income tax - Gross mov
Deferred income tax - Gross movement on deferred income tax account is as follows (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gross movement on deferred income tax accounts | ||
Deferred tax liability (asset) at beginning of period | ¥ 10,283 | ¥ 9,274 |
Acquisition of a subsidiary (Note 30) | (9,377) | (283) |
Disposal of subsidiaries (Note 31) | (184) | (1,273) |
Credited to consolidated statement of comprehensive income | 6,357 | 2,565 |
Translation adjustment | (8) | |
Deferred tax liability (asset) at end of period | 7,071 | 10,283 |
Deferred income tax assets | ||
Balance at the beginning | 12,254 | 11,922 |
Acquisition of a subsidiary (Note 30) | 1,549 | |
Disposal of a subsidiary (Note 31) | (184) | (1,273) |
Credited to consolidated statement of comprehensive income | 6,281 | 1,605 |
Balance at the end | 19,900 | 12,254 |
Deferred income tax liabilities | ||
Balance at the beginning | 1,971 | 2,648 |
Acquisition of a subsidiary (Note 30) | 10,926 | 283 |
(Credited)/Charge to consolidated statement of comprehensive income | (76) | (960) |
Translation adjustment | 8 | |
Balance at the end | 12,829 | 1,971 |
Tax losses | ||
Deferred income tax assets | ||
Balance at the beginning | 12,254 | 11,922 |
Acquisition of a subsidiary (Note 30) | 1,445 | |
Disposal of a subsidiary (Note 31) | (182) | (1,273) |
Credited to consolidated statement of comprehensive income | 3,961 | 1,605 |
Balance at the end | 17,478 | 12,254 |
Others | ||
Deferred income tax assets | ||
Acquisition of a subsidiary (Note 30) | 104 | |
Disposal of a subsidiary (Note 31) | (2) | |
Credited to consolidated statement of comprehensive income | 2,320 | |
Balance at the end | 2,422 | |
Deferred income tax liabilities | ||
Acquisition of a subsidiary (Note 30) | 58 | |
(Credited)/Charge to consolidated statement of comprehensive income | 515 | |
Translation adjustment | 8 | |
Balance at the end | 581 | |
Medical licenses and tradenames | ||
Deferred income tax liabilities | ||
Balance at the beginning | 1,971 | 2,648 |
Acquisition of a subsidiary (Note 30) | 10,868 | 283 |
(Credited)/Charge to consolidated statement of comprehensive income | (591) | (960) |
Balance at the end | ¥ 12,248 | ¥ 1,971 |
Deferred income tax - Unrecogni
Deferred income tax - Unrecognised tax losses which can be carried forward against future taxable income (Details) - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax | ||
Unrecognised tax losses | ¥ 13,850,000 | ¥ 1,204,000 |
Deferred income tax liabilities that have not been recognised for the withholding tax that would be payable on the unremitted earnings of certain subsidiaries | 19,160,000 | 23,607,000 |
Within 5 years | ||
Deferred income tax | ||
Unrecognised tax losses | ¥ 13,850,000 | ¥ 1,204,000 |
Borrowings (Details)
Borrowings (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Non-current | ||
Bank borrowings - secured | ¥ 19,876 | |
Bank borrowings - non-secured | ¥ 8,621 | |
Other borrowings - secured | 4,296 | |
Non-current borrowings, total | 12,917 | 19,876 |
Current | ||
Bank borrowings - secured | 94,189 | 77,130 |
Bank borrowings - non-secured | 15,874 | |
Other borrowings - secured | 17,407 | |
Current borrowings, total | 127,470 | 77,130 |
Borrowings, total | ¥ 140,387 | ¥ 97,006 |
Effective interest rate on the borrowings | 6.07% | 6.67% |
Trade and accruals, other pay_3
Trade and accruals, other payables and provisions (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Trade and accruals, other payables and provisions | ||
Trade payables | ¥ 17,017 | ¥ 14,356 |
Accrued employee benefits | 13,498 | 14,873 |
Accrued operating expenses | 4,960 | 6,053 |
Accrued professional service fees | 16,267 | 12,276 |
Deposits received | 1,837 | 2,277 |
Duty and tax payable other than corporate income tax | 8,906 | 5,615 |
Other payables to suppliers of plant and equipment | 5,091 | 9,164 |
Others | 7,880 | 7,734 |
Trade and Accruals, Other Payables and Provisions | ¥ 75,456 | ¥ 72,348 |
Contract liabilities (Details)
Contract liabilities (Details) - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contract liabilities | |||
Advance receipt for treatment packages | ¥ 5,542,000 | ¥ 5,996,000 | ¥ 5,091,000 |
Convertible redeemable prefer_3
Convertible redeemable preferred shares (Details) | Mar. 09, 2012USD ($)Vote$ / sharesshares | Mar. 09, 2012CNY (¥)Vote | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Share capital | ||||
Issuance of shares | ¥ | ¥ 211,959,000 | ¥ 25,700,000 | ||
Series A Preferred Shares | ||||
Share capital | ||||
Number of shares issued | shares | 15,600,000 | |||
Price per share | $ 1 | |||
Issuance of shares | $ 15,600,000 | ¥ 98,132,000 | ||
Par value of shares | $ 1 | |||
Preferred stock, Dividend rate | 8.00% | 8.00% | ||
Number of votes per preferred share upon conversion to ordinary share | Vote | 1 | 1 | ||
Initial conversion ratio | 1 | 1 | ||
Redemption price as a percent of issuance price | 100.00% | 100.00% | ||
Percentage of redemption amount accruing from issuance of note till redemption | 10.00% | 10.00% | ||
Liquidation preferences as a percent of issuance price | 100.00% | 100.00% | ||
Percentage of Liquidation preference amount accruing from issuance of note till redemption | 8.00% | 8.00% |
Convertible redeemable prefer_4
Convertible redeemable preferred shares - Movement of the Series A Preferred Shares (Details) - Series A Preferred Shares - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Movement of the Series A Preferred Shares | |||
Balance at the beginning | ¥ 476,112 | ¥ 249,864 | ¥ 164,403 |
Change in fair value | (136,656) | 226,248 | 85,461 |
Converted into ordinary share upon initial public offering | (339,456) | ||
Balance at the end | 476,112 | 249,864 | |
Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end | ¥ (136,656) | ¥ 226,248 | ¥ 85,461 |
Convertible note (Details)
Convertible note (Details) - Dec. 08, 2016 - Convertible note | USD ($) | CNY (¥) |
Redemption feature | ||
Face amount of debt | $ 8,700,948 | ¥ 60,163,000 |
Threshold minimum percentage of outstanding voting power transferred on acquisition | 50.00% | |
Exit evet or fourth anniversary of issuance of debt | ||
Redemption feature | ||
Redemption price as a percent of issuance price | 100.00% | |
Percentage of redemption amount accruing from issuance of note till redemption | 15.00% | |
Before first anniversary | ||
Redemption feature | ||
Redemption price as a percent of issuance price | 100.00% | |
Percentage of redemption amount accruing from issuance of note till redemption | 8.00% | |
Upon or after first anniversary but before fourth anniversary | ||
Redemption feature | ||
Redemption price as a percent of issuance price | 100.00% | |
Percentage of redemption amount accruing from issuance of note till redemption | 15.00% |
Convertible note - Changes in c
Convertible note - Changes in convertible notes (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair value measurement | |||
Liabilities at beginning of period | ¥ 925,895 | ||
Liabilities at end of period | 456,537 | ¥ 925,895 | |
Convertible note | |||
Fair value measurement | |||
Liabilities at beginning of period | 70,598 | 61,446 | ¥ 60,163 |
Change in fair value | 5,193 | 9,152 | 1,283 |
Repayment during the year | (75,791) | ||
Liabilities at end of period | 70,598 | 61,446 | |
Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end | ¥ 5,193 | ¥ 9,152 | ¥ 1,283 |
Exchangeable note liabilities_2
Exchangeable note liabilities (Details) | Dec. 08, 2016CNY (¥)Voteshares | Sep. 30, 2019shares | Dec. 08, 2016USD ($)$ / shares | Dec. 08, 2016CNY (¥) |
Series B Preferred Shares | ||||
Exchange feature | ||||
Preferred stock, Dividend rate | 8.00% | |||
Number of Votes Per Preferred Share Upon Conversion To Ordinary Share | Vote | 1 | |||
Par value of shares | $ / shares | $ 1 | |||
Preferred stock, redemption price, percentage to issuance price | 100.00% | |||
Percentage of redemption amount accruing from issuance of note till redemption | 10.00% | |||
Liquidation preferences as a percent of issuance price | 100.00% | |||
Percentage of Liquidation preference amount accruing from issuance of note till redemption | 10.00% | |||
Other reserve | ||||
Exchange feature | ||||
Reduction in other reserves | ¥ 51,311,000 | |||
Exchangeable note liabilities | ||||
Exchange feature | ||||
Face amount of debt | $ 13,921,517 | ¥ 97,227,875 | ||
Number of Series B Preferred Shares issuable upon occurrence of exchange | shares | 5,976,960 | 5,976,960 | ||
Ordinary shares that will be cancelled upon occurrence of exchange | shares | 5,976,960 | |||
Fair value of the Exchangeable note | 90,513,000 | |||
Excess of fair value of Series B Preferred Shares over fair value of the ordinary shares to be cancelled upon exchange | ¥ 39,202,000 | |||
Exchangeable note liabilities | Series B Preferred Shares | ||||
Exchange feature | ||||
Exchange price | $ / shares | $ 2.3292 |
Exchangeable note liabilities -
Exchangeable note liabilities - Changes in Fair Value Measurement Of Liabilities (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of changes in fair value measurement, liabilities | |||
Liabilities at beginning of period | ¥ 925,895 | ||
Liabilities at end of period | 456,537 | ¥ 925,895 | |
Exchangeable note liabilities | |||
Reconciliation of changes in fair value measurement, liabilities | |||
Liabilities at beginning of period | 185,745 | 128,820 | ¥ 90,513 |
Converted into ordinary share upon initial public offering | (140,471) | ||
Change in fair value | (45,274) | 56,925 | 38,307 |
Liabilities at end of period | 185,745 | 128,820 | |
Fair value changes for the year included in consolidated statement of comprehensive income for liabilities held at the year end | ¥ (45,274) | ¥ 56,925 | ¥ 38,307 |
Cash generated from operation_2
Cash generated from operations (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash generated from operations | |||
Profit/(loss) before income tax | ¥ 152,364,000 | ¥ (233,972,000) | ¥ (53,169,000) |
Adjustments for: | |||
Finance income | (388,000) | (322,000) | (868,000) |
Finance costs | 24,293,000 | 9,244,000 | 6,581,000 |
Amortisation of intangible assets (Note 14) | 3,336,000 | 2,395,000 | 2,267,000 |
Depreciation of property, plant and equipment (Note 11) | 78,163,000 | 27,306,000 | 25,522,000 |
Depreciation of investment properties (Note 13) | 2,335,000 | 2,439,000 | 1,322,000 |
Loss on write off of property, plant and equipment (Note 11) | 1,715,000 | 80,000 | 559,000 |
Share of (profits)/losses of investments accounted for using the equity method | 1,738,000 | (1,730,000) | 1,415,000 |
Fair value (gain)/loss of convertible redeemable preferred shares | (136,656,000) | 226,248,000 | 85,461,000 |
Fair value loss of convertible note | 5,193,000 | 9,152,000 | 1,283,000 |
Fair value loss of exchangeable note liabilities | (45,274,000) | 56,925,000 | 38,307,000 |
Fair value loss of derivative financial instrument | (301,000) | 301,000 | |
Share-based compensation expenses | 47,788,000 | ||
Written-off of assets/liabilities held for sale | 2,070,000 | ||
Goodwill impairment | 1,405,000 | ||
Gain on disposal of associate | (14,251,000) | (3,996,000) | |
Gain on disposal of subsidiaries (Note 31) | (3,040,000) | 191,000 | (1,737,000) |
Total before changes in working capital | 120,490,000 | 94,261,000 | 106,943,000 |
Changes in working capital: | |||
Inventories | (3,037,000) | 3,395,000 | (10,969,000) |
Trade receivables | 1,376,000 | (824,000) | (4,174,000) |
Other receivables, deposits and prepayments | (11,742,000) | (35,842,000) | (1,851,000) |
Balances with related parties | (25,092,000) | (10,408,000) | |
Trade payables | (1,567,000) | (2,196,000) | 2,708,000 |
Accruals, other payables and provisions | (4,521,000) | (3,807,000) | 13,018,000 |
Contract liabilities | (304,000) | (31,000) | 2,524,000 |
Cash flow from operating activities | ¥ 100,695,000 | ¥ 29,864,000 | ¥ 97,791,000 |
Cash generated from operation_3
Cash generated from operations - Net debt (Details) - CNY (¥) ¥ in Thousands | Jan. 02, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and bank | |||
Cash and cash equivalents at beginning of the year - Balance sheet | ¥ 101,886 | ¥ 105,345 | |
Cash flows | 53,846 | (4,547) | |
Foreign exchange adjustments | (1,242) | 1,088 | |
Cash and cash equivalents at end of the year - Balance sheet | 154,490 | 101,886 | |
Total | |||
Balance at beginning of year | 4,880 | 59,345 | |
Adjusted beginning balance | ¥ 128,227 | ||
Cash Flows | (58,273) | (55,553) | |
Foreign exchange adjustments | (1,278) | 1,088 | |
Balance at end of year | (187,778) | 4,880 | |
Borrowings due within 1 year | |||
Liabilities from financing activities | |||
Balance at beginning | (77,130) | (22,020) | |
Cash flows | (50,340) | (55,110) | |
Balance at ending | (127,470) | (77,130) | |
Borrowings due after 1 year | |||
Liabilities from financing activities | |||
Balance at beginning | (19,876) | (23,980) | |
Cash flows | 6,959 | 4,104 | |
Balance at ending | (12,917) | ¥ (19,876) | |
Lease liabilities due within 1 year | |||
Liabilities from financing activities | |||
Adjusted beginning balance | (24,329) | ||
Cash flows | (11,912) | ||
Foreign exchange adjustments | (25) | ||
Balance at ending | (36,266) | ||
Lease Liabilities due after 1 year | |||
Liabilities from financing activities | |||
Adjusted beginning balance | ¥ (108,778) | ||
Cash flows | (56,826) | ||
Foreign exchange adjustments | (11) | ||
Balance at ending | ¥ (165,615) |
Business combination - Guangzho
Business combination - Guangzhou Pengai (Details) - CNY (¥) | Apr. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash flows from investing activities | |||||
Net outflow of cash and cash equivalents included in cash flows from investing activities | ¥ (28,880,000) | ¥ (2,978,000) | ¥ (29,600,000) | ||
Guangzhou Pengai | |||||
Business combination | |||||
Percentage of share capital acquired | 95.00% | ||||
Consideration paid | ¥ 13,110,000 | ||||
Goodwill | 4,722,000 | ||||
Total consideration | |||||
Cash paid | 12,144,000 | ||||
Consideration payable | 966,000 | ||||
Total purchase consideration | 13,110,000 | ||||
Assets and liabilities recognised as a result of the acquisition | |||||
Cash and cash equivalents | 153,000 | ||||
Trade receivables and other receivables | 59,000 | ||||
Inventories | 235,000 | ||||
Properties, plant and equipment | 9,288,000 | ||||
Trade payables and other payables | (906,000) | ||||
Non-controlling interest | (441,000) | ||||
Net identifiable assets acquired | 8,388,000 | ||||
Add: goodwill (Note 14) | 4,722,000 | ||||
Net assets acquired | 13,110,000 | ||||
Cash flows from investing activities | |||||
Cash consideration | (12,144,000) | ||||
Cash and cash equivalents | 153,000 | ||||
Net outflow of cash and cash equivalents included in cash flows from investing activities | (11,991,000) | ||||
Revenue since acquisition | 11,087,000 | ||||
Net profit (loss) since acquisition | ¥ (2,268,000) | ||||
Pro forma revenue | 709,963,000 | ¥ 595,329,000 | |||
Pro forma profit/(loss) after tax | ¥ (73,009,000) | ¥ 86,303,000 |
Business combination - Chengdu
Business combination - Chengdu Yueji (Details) - CNY (¥) | Dec. 28, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash flows from investing activities | |||||
Net outflow of cash and cash equivalents included in cash flows from investing activities | ¥ (28,880,000) | ¥ (2,978,000) | ¥ (29,600,000) | ||
Chengdu Pengai Yueji Medical Aesthetic Clinic Co., Ltd. | |||||
Business combination | |||||
Percentage of share capital acquired | 70.00% | ||||
Cash consideration | ¥ 20,000,000 | ||||
Goodwill | 19,749,000 | ||||
Total consideration | |||||
Cash paid | 20,000,000 | ||||
Consideration payable | 10,500,000 | ||||
Total purchase consideration | 30,500,000 | ||||
Assets and liabilities recognised as a result of the acquisition | |||||
Cash and cash equivalents | 2,391,000 | ||||
Intangible assets | 8,770,000 | ||||
Trade receivables and other receivables | 5,175,000 | ||||
Inventories | 878,000 | ||||
Properties, plant and equipment | 3,906,000 | ||||
Trade payables and other payables | (2,107,000) | ||||
Current income tax liabilities | (1,461,000) | ||||
Deferred income tax liabilities | (2,193,000) | ||||
Non-controlling interest | (4,608,000) | ||||
Net identifiable assets acquired | 10,751,000 | ||||
Add: goodwill (Note 14) | 19,749,000 | ||||
Net assets acquired | 30,500,000 | ||||
Cash flows from investing activities | |||||
Cash consideration | (20,000,000) | ||||
Cash and cash equivalents | 2,391,000 | ||||
Net outflow of cash and cash equivalents included in cash flows from investing activities | ¥ (17,609,000) | ||||
Pro forma revenue | 723,819,000 | ¥ 606,876,000 | |||
Pro forma profit/(loss) after tax | ¥ (67,348,000) | ¥ 93,964,000 |
Business combination - Hangzbou
Business combination - Hangzbou Pengai (Details) - CNY (¥) | May 28, 2018 | Nov. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Business combination | |||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | |||||
Cash flows from investing activities | |||||||
Net outflow of cash and cash equivalents included in cash flows from investing activities | ¥ (28,880,000) | ¥ (2,978,000) | ¥ (29,600,000) | ||||
Hangzhou Pengai | |||||||
Business combination | |||||||
Percentage of share capital acquired | 49.00% | ||||||
Cash consideration | ¥ 6,000,000 | ¥ 5,000,000 | 5,000,000 | ||||
Proportion of equity interest held (as a percent) | 100.00% | ||||||
Total consideration | |||||||
Fair value of the previously held equity interest at the acquisition date | ¥ 6,245,000 | ||||||
Cash consideration | 6,000,000 | 5,000,000 | 5,000,000 | ||||
Total purchase consideration | 12,245,000 | ||||||
Assets and liabilities recognised as a result of the acquisition | |||||||
Cash and cash equivalents | 2,022,000 | 2,022,000 | 2,022,000 | ||||
Intangible assets | 1,175,000 | ||||||
Other receivables | 5,006,000 | ||||||
Inventories | 188,000 | ||||||
Properties, plant and equipment | 6,365,000 | ||||||
Trade payables and other payables | (5,779,000) | ||||||
Contract liabilities | (936,000) | ||||||
Deferred income tax liabilities | (283,000) | ||||||
Net identifiable assets acquired | 7,758,000 | ||||||
Add: goodwill (Note 14) | 4,487,000 | ||||||
Net assets acquired | 12,245,000 | ||||||
Cash flows from investing activities | |||||||
Cash consideration | (6,000,000) | (5,000,000) | (5,000,000) | ||||
Cash and cash equivalents | ¥ 2,022,000 | 2,022,000 | 2,022,000 | ||||
Net outflow of cash and cash equivalents included in cash flows from investing activities | (2,978,000) | ||||||
Consideration payable related to acquisition | 1,000,000 | 1,000,000 | |||||
Revenue since acquisition | 9,613,000 | ||||||
Net profit (loss) since acquisition | ¥ 298,000 | ||||||
Pro forma revenue | 765,406,000 | ||||||
Pro forma profit/(loss) after tax | ¥ (312,224,000) |
Business combination - Jinan Pe
Business combination - Jinan Pengai (Details) - CNY (¥) | Nov. 30, 2017 | Jan. 31, 2019 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Business combination | |||||
Proportion of ownership interest disposed off | 4.00% | ||||
Jinan Pengai | |||||
Business combination | |||||
Proportion of ownership interest disposed off | 95.00% | ||||
Consideration | ¥ 13,450,000 | ||||
Consideration receivable balance | ¥ 13,450,000 | ¥ 13,450,000 | |||
Percentage of share capital acquired | 95.00% | ||||
Total purchase consideration | ¥ 14,640,000 | ||||
Goodwill | 8,849,000 | ||||
Goodwill expected to be deductible for income tax purpose | 0 | ||||
Total consideration | |||||
Settlement of receivable due from Buyer | 13,450,000 | ¥ 13,450,000 | |||
Settlement of pre-existing balance | 1,190,000 | ||||
Total purchase consideration | 14,640,000 | ||||
Assets and liabilities recognised as a result of the acquisition | |||||
Cash and cash equivalents | 66,000 | ||||
Trade receivables and other receivables | 1,638,000 | ||||
Inventories | 367,000 | ||||
Properties, plant and equipment | 5,324,000 | ||||
Intangible assets | 4,630,000 | ||||
Trade payables and other payables | (1,544,000) | ||||
Lease liabilities | (3,331,000) | ||||
Deferred income tax liabilities | (1,054,000) | ||||
Noncontrolling interest | (305,000) | ||||
Net identifiable assets acquired | 5,791,000 | ||||
Add: goodwill (Note 14) | 8,849,000 | ||||
Net assets acquired | 14,640,000 | ||||
Cash flows from investing activities | |||||
Cash and cash equivalents | 66,000 | ||||
Net inflow of cash and cash equivalents included in cash flows from investing activities | ¥ 66,000 | ||||
Revenue since acquisition | ¥ 10,107,000 | ||||
Net profit (loss) since acquisition | ¥ (2,791,000) |
Business combination - Shenzhen
Business combination - Shenzhen Yueji (Details) - CNY (¥) | Nov. 29, 2017 | Mar. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Business combination | ||||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | ||||||
Net outflow of cash and cash equivalents | ||||||||
Net outflow of cash and cash equivalents included in cash flows from investing activities | ¥ (28,880,000) | ¥ (2,978,000) | ¥ (29,600,000) | |||||
Shenzhen Yueji | ||||||||
Business combination | ||||||||
Percentage of voting rights acquired | 30.00% | 30.00% | 30.00% | 30.00% | ||||
Proportion of ownership interest in associate | 30.00% | |||||||
Proportion of equity interest held (as a percent) | 60.00% | |||||||
Total consideration | ||||||||
Fair value of the previously held equity interest at the acquisition date | ¥ 30,000,000 | |||||||
Cash consideration | 30,000,000 | ¥ 30,000,000 | ¥ 30,000,000 | ¥ 30,000,000 | ||||
Settlement of pre-existing balance | 19,442,000 | |||||||
Total purchase consideration | 79,442,000 | |||||||
Assets and liabilities recognised as a result of the acquisition | ||||||||
Cash and cash equivalents | 1,054,000 | |||||||
Trade and other receivables | 8,056,000 | |||||||
Inventories | 1,966,000 | |||||||
Properties, plant and equipment | 43,081,000 | |||||||
Intangible assets | 38,840,000 | |||||||
Trade payables and other payables | (10,491,000) | |||||||
Borrowings | (3,400,000) | |||||||
Lease liabilities | 26,057,000 | |||||||
Income tax payable | (131,000) | |||||||
Deferred income tax liabilities | (8,323,000) | |||||||
Noncontrolling interest | (17,838,000) | |||||||
Net identifiable assets acquired | 26,757,000 | |||||||
Add: goodwill (Note 14) | 52,685,000 | |||||||
Net assets acquired | 79,442,000 | |||||||
Net outflow of cash and cash equivalents | ||||||||
Cash consideration | (30,000,000) | (30,000,000) | (30,000,000) | ¥ (30,000,000) | ||||
Cash and cash equivalents | 1,054,000 | |||||||
Net outflow of cash and cash equivalents included in cash flows from investing activities | ¥ (28,946,000) | |||||||
Revenue since acquisition | 54,913,000 | |||||||
Net profit (loss) since acquisition | ¥ 5,353,000 | |||||||
Pro forma revenue | 895,456,000 | |||||||
Pro forma profit/(loss) after tax | ¥ 85,040,000 |
Disposals of subsidiaries - Aes
Disposals of subsidiaries - Aesthetic Medical Hospital Co Ltd (Details) - CNY (¥) | Jan. 01, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Net assets disposed of: | ||||
Property, plant and equipment. | ¥ 519,323,000 | ¥ 235,028,000 | ¥ 210,286,000 | |
Deferred income tax assets | 19,900,000 | 12,254,000 | 11,922,000 | |
Inventories | 26,120,000 | 21,143,000 | ||
Other receivables, deposits and prepayments | 71,278,000 | 89,480,000 | ||
Cash and cash equivalents | 154,490,000 | 101,886,000 | 105,345,000 | |
Deferred income tax liabilities | (12,829,000) | (1,971,000) | (2,648,000) | |
Trade payables | (17,017,000) | (14,356,000) | ||
Accruals, other payables and provisions | (58,439,000) | (57,992,000) | ||
Noncontrolling interests | ¥ (43,117,000) | (29,054,000) | ||
Jinan | ||||
Net assets disposed of: | ||||
Property, plant and equipment. | ¥ 1,897,000 | |||
Intangible assets | 8,163,000 | |||
Goodwill | 2,094,000 | |||
Deferred income tax assets | 77,000 | |||
Inventories | 630,000 | |||
Other receivables, deposits and prepayments | 6,009,000 | |||
Current income tax recoverable | 33,000 | |||
Cash and cash equivalents | 105,000 | |||
Deferred income tax liabilities | (2,041,000) | |||
Trade payables | (149,000) | |||
Accruals, other payables and provisions | (3,922,000) | |||
Deferred revenue | (14,000) | |||
Noncontrolling interests | (654,000) | |||
Net assets of subsidiary | 12,228,000 | |||
Gain on disposal of subsidiary | 1,222,000 | |||
Cash consideration | ¥ 13,450,000 | |||
Consideration receivable balance | ¥ 13,450,000 | ¥ 13,450,000 |
Disposals of subsidiaries - Sha
Disposals of subsidiaries - Shanghai Nishizhen Aesthetic Medical Clinic Co (Details) - CNY (¥) ¥ in Thousands | Jan. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 |
Net assets disposed of: | ||||
Property, plant and equipment. | ¥ 235,028 | ¥ 519,323 | ¥ 210,286 | |
Other receivables, deposits and prepayments | 89,480 | 71,278 | ||
Cash and cash equivalents | 101,886 | 154,490 | 105,345 | |
Deferred income tax liabilities | (1,971) | (12,829) | ¥ (2,648) | |
Trade payables | (14,356) | (17,017) | ||
Accruals, other payables and provisions | (57,992) | (58,439) | ||
Noncontrolling interests | (29,054) | ¥ (43,117) | ||
Analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | ||||
Cash received | 3,200 | |||
Cash and cash equivalents disposed of | (2,273) | |||
Net cash inflow in respect of disposal of subsidiary | ¥ 927 | |||
Nishizhen | ||||
Net assets disposed of: | ||||
Property, plant and equipment. | ¥ 3,658 | |||
Intangible assets | 146 | |||
Goodwill | 1,227 | |||
Other receivables, deposits and prepayments | 563 | |||
Current income tax recoverable | 281 | |||
Cash and cash equivalents | 244 | |||
Deferred income tax liabilities | (35) | |||
Trade payables | (28) | |||
Accruals, other payables and provisions | (96) | |||
Noncontrolling interests | (625) | |||
Net assets of subsidiary | 5,335 | |||
Gain on disposal of subsidiary | 515 | |||
Cash consideration | 5,850 | |||
Analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | ||||
Cash received | 5,850 | |||
Cash and cash equivalents disposed of | (244) | |||
Net cash inflow in respect of disposal of subsidiary | ¥ 5,606 |
Disposals of subsidiaries - Bei
Disposals of subsidiaries - Beijing Aomei (Details) - CNY (¥) | Jan. 11, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 |
Net assets disposed of: | ||||
Property, plant and equipment. | ¥ 235,028,000 | ¥ 519,323,000 | ¥ 210,286,000 | |
Deferred income tax assets | 12,254,000 | 19,900,000 | 11,922,000 | |
Inventory | 21,143,000 | 26,120,000 | ||
Trade receivables | 10,760,000 | 9,705,000 | ||
Other receivables, deposits and prepayments | 89,480,000 | 71,278,000 | ||
Cash and cash equivalents | 101,886,000 | 154,490,000 | ¥ 105,345,000 | |
Trade payables | (14,356,000) | (17,017,000) | ||
Accruals, other payables and provisions | (57,992,000) | (58,439,000) | ||
Noncontrolling interests | (29,054,000) | ¥ (43,117,000) | ||
Analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | ||||
Cash received | 3,200,000 | |||
Cash and cash equivalents disposed of | (2,273,000) | |||
Net cash inflow in respect of disposal of subsidiary | 927,000 | |||
Beijing Aomei | ||||
Net assets disposed of: | ||||
Property, plant and equipment. | ¥ 2,273,000 | |||
Intangible assets | 19,000 | |||
Goodwill | 572,000 | |||
Deferred income tax assets | 1,273,000 | |||
Inventory | 691,000 | |||
Trade receivables | 79,000 | |||
Other receivables, deposits and prepayments | 778,000 | |||
Current income tax recoverable | 18,000 | |||
Cash and cash equivalents | 2,273,000 | |||
Trade payables | (257,000) | |||
Accruals, other payables and provisions | (2,733,000) | |||
Noncontrolling interests | 85,000 | |||
Net assets of subsidiary | 5,071,000 | |||
Loss on disposal of subsidiary | (191,000) | |||
Cash consideration | ¥ 4,880,000 | |||
Analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | ||||
Consideration receivable balance | ¥ 1,680,000 |
Disposals of subsidiaries - Yan
Disposals of subsidiaries - Yantai Pengai (Details) - CNY (¥) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2017 | |
Net assets disposed of: | ||||
Property, plant and equipment. | ¥ 519,323,000 | ¥ 235,028,000 | ¥ 210,286,000 | |
Deferred income tax assets | 19,900,000 | 12,254,000 | 11,922,000 | |
Inventories | 26,120,000 | 21,143,000 | ||
Other receivables, deposits and prepayments | 71,278,000 | 89,480,000 | ||
Cash and cash equivalents | 154,490,000 | 101,886,000 | 105,345,000 | |
Income tax payable | (19,942,000) | (13,611,000) | ||
Deferred income tax liabilities | (12,829,000) | (1,971,000) | (2,648,000) | |
Trade payables | (17,017,000) | (14,356,000) | ||
Accruals, other payables and provisions | (58,439,000) | (57,992,000) | ||
Contract liabilities | (5,542,000) | (5,996,000) | ¥ (5,091,000) | |
Lease liabilities | (201,881,000) | ¥ (133,107,000) | ||
Noncontrolling interests | (43,117,000) | (29,054,000) | ||
Analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | ||||
Cash received | 3,200,000 | |||
Cash and cash equivalents disposed of | (2,273,000) | |||
Net cash inflow in respect of disposal of subsidiary | ¥ 927,000 | |||
Yantai Pengai | ||||
Net assets disposed of: | ||||
Property, plant and equipment. | 10,540,000 | |||
Goodwill | 367,000 | |||
Inventories | 157,000 | |||
Trade and other receivables | 5,891,000 | |||
Cash and cash equivalents | 241,000 | |||
Income tax payable | (271,000) | |||
Trade payables and other payables | (1,834,000) | |||
Accruals, other payables and provisions | (4,683,000) | |||
Contract liabilities | (133,000) | |||
Lease liabilities | (8,079,000) | |||
Noncontrolling interests | (609,000) | |||
Net assets of subsidiary | 1,587,000 | |||
Gain on disposal of subsidiary | 3,301,000 | |||
Cash consideration | 4,888,000 | |||
Analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | ||||
Cash received | 3,160,000 | |||
Cash and cash equivalents disposed of | (241,000) | |||
Net cash inflow in respect of disposal of subsidiary | 2,919,000 | |||
Consideration receivable balance | ¥ 728,000 |
Disposals of subsidiaries - Bao
Disposals of subsidiaries - Baotou Pengai (Details) - CNY (¥) | Nov. 30, 2017 | Nov. 29, 2017 | May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2017 |
Disposals of subsidiaries | ||||||||
Proportion of ownership interest disposed off | 4.00% | |||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | ||||||
Net assets disposed of: | ||||||||
Property, plant and equipment. | ¥ 235,028,000 | ¥ 519,323,000 | ¥ 210,286,000 | |||||
Deferred tax assets | 12,254,000 | 19,900,000 | 11,922,000 | |||||
Inventory | 21,143,000 | 26,120,000 | ||||||
Other receivables, deposits and prepayments | 89,480,000 | 71,278,000 | ||||||
Cash and cash equivalents | 101,886,000 | 154,490,000 | 105,345,000 | |||||
Contract liabilities | (5,996,000) | (5,542,000) | (5,091,000) | |||||
Lease liabilities | (201,881,000) | ¥ (133,107,000) | ||||||
Deferred income tax liabilities | (1,971,000) | (12,829,000) | ¥ (2,648,000) | |||||
Trade payables | (14,356,000) | (17,017,000) | ||||||
Accruals, other payables and provisions | (57,992,000) | (58,439,000) | ||||||
Noncontrolling interests | (29,054,000) | ¥ (43,117,000) | ||||||
Satisfied by: | ||||||||
Cash received | 3,200,000 | |||||||
Analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | ||||||||
Cash received | 3,200,000 | |||||||
Cash and cash equivalents disposed of | ¥ (2,273,000) | |||||||
Baotou Pengai | ||||||||
Disposals of subsidiaries | ||||||||
Proportion of ownership interest disposed off | 5.00% | |||||||
Proportion of equity interest held (as a percent) | 46.00% | 51.00% | ||||||
Net assets disposed of: | ||||||||
Property, plant and equipment. | ¥ 7,191,000 | |||||||
Intangible assets | 16,000 | |||||||
Deferred tax assets | 182,000 | |||||||
Inventory | 236,000 | |||||||
Other receivables | 682,000 | |||||||
Current income tax recoverable | 14,000 | |||||||
Cash and cash equivalents | 1,465,000 | |||||||
Trade payables and other payables | (5,560,000) | |||||||
Contract liabilities | (17,000) | |||||||
Lease liabilities | (367,000) | |||||||
Noncontrolling interests | (1,932,000) | |||||||
Net assets of subsidiary | 1,910,000 | |||||||
Loss on disposal of subsidiary | (261,000) | |||||||
Cash consideration | 1,649,000 | |||||||
Satisfied by: | ||||||||
Cash received | 150,000 | |||||||
Fair value of the equity interest in an associate at the acquisition date | 1,499,000 | |||||||
Total consideration | 1,649,000 | |||||||
Analysis of the net outflow of cash and cash equivalents in respect of the disposal of subsidiary | ||||||||
Cash received | 150,000 | |||||||
Cash and cash equivalents disposed of | (1,465,000) | |||||||
Net cash outflow in respect of disposal | ¥ (1,315,000) |
Transactions with non interesti
Transactions with non interesting - Non interesting interests and the impact (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total impact of transactions with non-controlling interests | ¥ (7,824) | ¥ (771) | ¥ (870) |
Reserves | |||
Total impact of transactions with non-controlling interests | (5,248) | (3,079) | 118 |
Non-controlling interests | |||
Total impact of transactions with non-controlling interests | (2,576) | 2,308 | (988) |
Huizhou Pengai | |||
Acquisition of additional interests in subsidiaries | (180) | (1,290) | |
Huizhou Pengai | Reserves | |||
Acquisition of additional interests in subsidiaries | 410 | (308) | |
Huizhou Pengai | Non-controlling interests | |||
Acquisition of additional interests in subsidiaries | (590) | (982) | |
Changsha Pengai | |||
Acquisition of additional interests in subsidiaries | (1,050) | ||
Disposal of interests in subsidiaries without loss of control | 420 | ||
Changsha Pengai | Reserves | |||
Acquisition of additional interests in subsidiaries | (539) | ||
Disposal of interests in subsidiaries without loss of control | 426 | ||
Changsha Pengai | Non-controlling interests | |||
Acquisition of additional interests in subsidiaries | (511) | ||
Disposal of interests in subsidiaries without loss of control | ¥ (6) | ||
Chongqing Pengai | |||
Acquisition of additional interests in subsidiaries | (1,250) | (6,250) | |
Chongqing Pengai | Reserves | |||
Acquisition of additional interests in subsidiaries | (867) | (3,820) | |
Chongqing Pengai | Non-controlling interests | |||
Acquisition of additional interests in subsidiaries | (383) | (2,430) | |
Pengai Xiuqi | |||
Disposal of interests in subsidiaries without loss of control | 1,320 | ||
Pengai Xiuqi | Non-controlling interests | |||
Disposal of interests in subsidiaries without loss of control | 1,320 | ||
Guangzhou Pengai | |||
Acquisition of additional interests in subsidiaries | (3,008) | ||
Disposal of interests in subsidiaries without loss of control | 940 | 1,880 | |
Guangzhou Pengai | Reserves | |||
Acquisition of additional interests in subsidiaries | (1,946) | ||
Disposal of interests in subsidiaries without loss of control | 642 | 681 | |
Guangzhou Pengai | Non-controlling interests | |||
Acquisition of additional interests in subsidiaries | (1,062) | ||
Disposal of interests in subsidiaries without loss of control | 298 | 1,199 | |
Hangzhou Pengai | |||
Acquisition of additional interests in subsidiaries | (4,906) | ||
Disposal of interests in subsidiaries without loss of control | 2,459 | ||
Hangzhou Pengai | Reserves | |||
Acquisition of additional interests in subsidiaries | (2,389) | ||
Disposal of interests in subsidiaries without loss of control | (350) | ||
Hangzhou Pengai | Non-controlling interests | |||
Acquisition of additional interests in subsidiaries | (2,517) | ||
Disposal of interests in subsidiaries without loss of control | ¥ 2,809 | ||
Nanchang Pengai | |||
Disposal of interests in subsidiaries without loss of control | 950 | ||
Nanchang Pengai | Reserves | |||
Disposal of interests in subsidiaries without loss of control | (161) | ||
Nanchang Pengai | Non-controlling interests | |||
Disposal of interests in subsidiaries without loss of control | 1,111 | ||
Yantai Pengai Jiayan | |||
Disposal of interests in subsidiaries without loss of control | 500 | ||
Yantai Pengai Jiayan | Reserves | |||
Disposal of interests in subsidiaries without loss of control | 12 | ||
Yantai Pengai Jiayan | Non-controlling interests | |||
Disposal of interests in subsidiaries without loss of control | ¥ 488 |
Transactions with non-control_3
Transactions with non-controlling interests - Huizhou Pengai (Details) - CNY (¥) | Jul. 24, 2018 | Jul. 23, 2018 | Nov. 29, 2017 | Sep. 30, 2017 | Sep. 29, 2017 | Sep. 30, 2017 | Jul. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Consideration paid for non-controlling interests | ¥ (1,290,000) | ||||||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | |||||||||
Huizhou Pengai | |||||||||||
Carrying amount of non-controlling interests acquired | ¥ 590,000 | 982,000 | |||||||||
Consideration paid for non-controlling interests | (180,000) | ¥ (1,140,000) | ¥ (150,000) | (1,290,000) | |||||||
Excess of consideration paid to non controlling interest recognised within equity | ¥ 410,000 | ¥ (308,000) | |||||||||
Percentage of voting rights acquired | 3.00% | 4.00% | 4.00% | 1.00% | |||||||
Proportion of equity interest held (as a percent) | 65.50% | 62.50% | 62.50% | 57.50% | 65.50% | 65.50% |
Transactions with non-control_4
Transactions with non-controlling interests - Changsha Pengai (Details) - CNY (¥) | Dec. 10, 2019 | Dec. 09, 2019 | Nov. 30, 2017 | Nov. 29, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Consideration paid for non-controlling interests | ¥ (1,290,000) | |||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | ||||||
Less: consideration received from noncontrolling interest | ¥ 420,000 | |||||||
Equity interests disposed off (as a percent) | 4.00% | |||||||
Changsha Pengai | ||||||||
Carrying amount of non-controlling interests acquired | ¥ 539,000 | ¥ 6,000 | ||||||
Consideration paid for non-controlling interests | (1,050,000) | |||||||
Excess of consideration paid to non controlling interest recognised within equity | ¥ (511,000) | |||||||
Percentage of voting rights acquired | 10.00% | |||||||
Proportion of equity interest held (as a percent) | 89.00% | 79.00% | 89.00% | 79.00% | ||||
Less: consideration received from noncontrolling interest | 420,000 | |||||||
Gain on disposal within equity | ¥ 426,000 |
Transactions with non-control_5
Transactions with non-controlling interests - Chongqing Pengai (Details) - CNY (¥) | May 28, 2019 | May 27, 2019 | Aug. 27, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Nov. 29, 2017 | Aug. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Consideration paid for non-controlling interests | ¥ (1,290,000) | ||||||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | |||||||||
Chongqing Pengai | |||||||||||
Carrying amount of non-controlling interests acquired | ¥ 867,000 | ¥ 2,430,000 | ¥ 2,430,000 | ||||||||
Consideration paid for non-controlling interests | (1,250,000) | ¥ (2,500,000) | ¥ (3,750,000) | (6,250,000) | |||||||
Excess of consideration paid to non controlling interest recognised within equity | ¥ (383,000) | ¥ (3,820,000) | |||||||||
Percentage of voting rights acquired | 5.00% | 10.00% | 15.00% | 10.00% | |||||||
Proportion of equity interest held (as a percent) | 100.00% | 95.00% | 95.00% | 70.00% | 100.00% | 95.00% |
Transactions with non-control_6
Transactions with non-controlling interests - Pengai Xiuqi (Details) - CNY (¥) | Dec. 17, 2018 | Oct. 10, 2018 | Oct. 09, 2018 | Nov. 30, 2017 | Nov. 29, 2017 | Dec. 17, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Less: consideration received from noncontrolling interest | ¥ 420,000 | |||||||||
Equity interests disposed off (as a percent) | 4.00% | |||||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | ||||||||
Pengai Xiuqi | ||||||||||
Carrying amount of noncontrolling interests disposed of | ¥ (1,320,000) | ¥ (1,320,000) | ||||||||
Less: consideration received from noncontrolling interest | ¥ 360,000 | ¥ 960,000 | ¥ 1,320,000 | |||||||
Equity interests disposed off (as a percent) | 3.00% | 8.00% | ||||||||
Proportion of equity interest held (as a percent) | 89.00% | 100.00% | 89.00% | 89.00% |
Transactions with non-control_7
Transactions with non-controlling interests - Guangzhou Pengai (Details) - CNY (¥) | Dec. 18, 2019 | Dec. 17, 2019 | Jun. 24, 2019 | Jun. 23, 2019 | Feb. 01, 2018 | Jan. 31, 2018 | Nov. 30, 2017 | Nov. 29, 2017 | Dec. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Less: consideration received from noncontrolling interest | ¥ 420,000 | ||||||||||||
Equity interests disposed off (as a percent) | 4.00% | ||||||||||||
Proportion of ownership interest held | 83.00% | 79.00% | |||||||||||
Consideration paid for non-controlling interests | ¥ (1,290,000) | ||||||||||||
Guangzhou Pengai | |||||||||||||
Carrying amount of noncontrolling interests disposed of | ¥ (642,000) | ¥ (1,199,000) | |||||||||||
Less: consideration received from noncontrolling interest | 940,000 | 1,880,000 | |||||||||||
Gain on disposal within equity | ¥ (298,000) | ¥ (681,000) | |||||||||||
Equity interests disposed off (as a percent) | 10.00% | ||||||||||||
Proportion of ownership interest held | 96.00% | 91.00% | 85.00% | 95.00% | 85.00% | 85.00% | |||||||
Carrying amount of non-controlling interests acquired | ¥ 1,946,000 | ¥ 1,946,000 | |||||||||||
Consideration paid for non-controlling interests | ¥ (940,000) | (3,008,000) | |||||||||||
Excess of consideration paid to non controlling interest recognised within equity | ¥ (1,062,000) | ||||||||||||
Percentage of voting rights acquired | 5.00% | 5.00% | |||||||||||
Guangzhou Pengai | Equity Interest Purchase | |||||||||||||
Proportion of ownership interest held | 96.00% | 85.00% | |||||||||||
Consideration paid for non-controlling interests | ¥ (2,068,000) | ||||||||||||
Percentage of voting rights acquired | 11.00% | ||||||||||||
Guangzhou Pengai | Equity Interest Sale | |||||||||||||
Less: consideration received from noncontrolling interest | ¥ 940,000 | ||||||||||||
Equity interests disposed off (as a percent) | 5.00% | ||||||||||||
Proportion of ownership interest held | 91.00% | 96.00% |
Transactions with non-control_8
Transactions with non-controlling interests - Hangzhou Pengai (Details) - CNY (¥) | Jun. 12, 2019 | Jun. 11, 2019 | Aug. 31, 2018 | Aug. 30, 2018 | Nov. 30, 2017 | Nov. 29, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Consideration paid for non-controlling interests | ¥ (1,290,000) | |||||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | ||||||||
Less: consideration received from noncontrolling interest | ¥ 420,000 | |||||||||
Equity interests disposed off (as a percent) | 4.00% | |||||||||
Hangzhou Pengai | ||||||||||
Carrying amount of non-controlling interests acquired | ¥ 2,389,000 | |||||||||
Consideration paid for non-controlling interests | (4,906,000) | |||||||||
Excess of consideration paid to non controlling interest recognised within equity | ¥ 2,517,000 | |||||||||
Percentage of voting rights acquired | 20.00% | |||||||||
Proportion of equity interest held (as a percent) | 100.00% | 80.00% | 80.00% | 100.00% | 80.00% | 80.00% | ||||
Carrying amount of noncontrolling interests disposed of | ¥ (2,809,000) | |||||||||
Less: consideration received from noncontrolling interest | 2,459,000 | |||||||||
Gain on disposal within equity | ¥ (350,000) | |||||||||
Equity interests disposed off (as a percent) | 20.00% |
Transactions with non-control_9
Transactions with non-controlling interests - Nanchang Pengai (Details) - CNY (¥) | Jun. 01, 2019 | May 31, 2019 | Nov. 30, 2017 | Nov. 29, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Less: consideration received from noncontrolling interest | ¥ 420,000 | |||||||
Equity interests disposed off (as a percent) | 4.00% | |||||||
Proportion of ownership interest in subsidiary | 83.00% | 79.00% | ||||||
Nanchang Pengai | ||||||||
Carrying amount of noncontrolling interests disposed of | ¥ 161,000 | |||||||
Less: consideration received from noncontrolling interest | 950,000 | |||||||
Gain on disposal within equity | ¥ 1,111,000 | |||||||
Equity interests disposed off (as a percent) | 19.00% | |||||||
Proportion of ownership interest in subsidiary | 51.00% | 70.00% | 51.00% | 70.00% |
Transactions with non-contro_10
Transactions with non-controlling interests - Yantai Pengai (Details) - CNY (¥) | May 16, 2019 | May 15, 2019 | Nov. 30, 2017 | Nov. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Less: consideration received from noncontrolling interest | ¥ 420,000 | ||||||
Equity interests disposed off (as a percent) | 4.00% | ||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | |||||
Yantai Pengai Jiayan | |||||||
Carrying amount of noncontrolling interests disposed of | ¥ (12,000) | ||||||
Less: consideration received from noncontrolling interest | 500,000 | ||||||
Gain on disposal within equity | ¥ 488,000 | ||||||
Equity interests disposed off (as a percent) | 5.00% | ||||||
Proportion of equity interest held (as a percent) | 89.00% | 94.00% | 94.00% |
Share based compensation - Shar
Share based compensation - Share Incentive Plan (Details) | Jun. 01, 2019itemshares |
Share-based compensation | |
Ordinary shares reserved for issued | shares | 5,940,452 |
Percentage of share options vesting one year from date of grant | 25.00% |
Percentage of share options vesting in equal monthly installments after one year from date of grant | 75.00% |
Number of equal monthly vesting installments after one year from date of grant | item | 36 |
Top of Range | |
Share-based compensation | |
Stock option term | 10 years |
Share based compensation - Opti
Share based compensation - Option Activity (Details) | 12 Months Ended |
Dec. 31, 2019CNY (¥)USD ($)¥ / shares | |
Share-based compensation | |
Number of options outstanding at end of year | $ | 5,940,452 |
Weighted average exercise price of share options outstanding at end of period | ¥ / shares | ¥ 0.007 |
Weighted average grant date fair value of share options outstanding at end of year | ¥ | ¥ 28.01 |
Granted during the year | |
Share-based compensation | |
Number of options granted as of June 1, 2019 | $ | 5,940,452 |
Weighted average exercise price of share options granted as of June 1, 2019 | ¥ / shares | ¥ 0.007 |
Weighted average grant date fari value of share options granted as of June 1, 2019 | ¥ | ¥ 28.01 |
Share based compensation - Op_2
Share based compensation - Option Fair Value Assumptions (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Share based compensation | |
Risk free interest rate | 2.20% |
Expected dividend yield | 0.00% |
Expected volatility | 57.87% |
Exercise multiples | 2.2 |
Contractual life | 10 |
Share based compensation - Addi
Share based compensation - Additional Information (Details) - 12 months ended Dec. 31, 2019 | CNY (¥) | USD ($)$ / shares |
Share based compensation | ||
Exercise price | $ / shares | $ 0.001 | |
Number of share options outstanding | $ | 5,940,452 | |
Weighted average remaining contractual life of options outstanding at end of period | 9 years 22 days | |
Expense from share-based payment transactions with employees | ¥ | ¥ 47,788,000 |
Summarised financial informat_2
Summarised financial information of subsidiaries with material non-controlling interests - Summarised balance sheets (Details) - CNY (¥) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current | |||
Assets | ¥ 264,694,000 | ¥ 282,967,000 | |
Liabilities | 265,302,000 | 171,292,000 | |
Total current net assets/(liabilities) | (608,000) | ||
Noncurrent | |||
Assets | 782,441,000 | 393,572,000 | |
Liabilities | ¥ 191,235,000 | ¥ 754,603,000 | |
Subsidiaries with material non-controlling interests | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Proportion of non-controlling interests in subsidiaries with material non-controlling interests to total non-controlling interests (as a percent) | 88.00% | 70.00% | 77.00% |
Huizhou Pengai | |||
Current | |||
Assets | ¥ 17,897,000 | ¥ 17,166,000 | ¥ 19,210,000 |
Liabilities | 4,432,000 | 2,988,000 | 4,833,000 |
Total current net assets/(liabilities) | 13,465,000 | 14,178,000 | 14,377,000 |
Noncurrent | |||
Assets | 2,429,000 | 2,124,000 | 2,176,000 |
Total noncurrent net assets | 2,429,000 | 2,124,000 | 2,176,000 |
Net assets of subsidiary | 15,894,000 | 16,302,000 | 16,553,000 |
Shanghai Pengai | |||
Current | |||
Assets | 17,168,000 | 12,092,000 | 11,368,000 |
Liabilities | 14,387,000 | 2,936,000 | 3,176,000 |
Total current net assets/(liabilities) | 2,781,000 | 9,156,000 | 8,192,000 |
Noncurrent | |||
Assets | 3,656,000 | 3,108,000 | 2,456,000 |
Total noncurrent net assets | 3,656,000 | 3,108,000 | 2,456,000 |
Net assets of subsidiary | 6,437,000 | 12,264,000 | 10,648,000 |
Chongqing Pengai | |||
Current | |||
Assets | 6,891,000 | 10,699,000 | 9,117,000 |
Liabilities | 31,609,000 | 33,867,000 | 33,347,000 |
Total current net assets/(liabilities) | (24,718,000) | (23,168,000) | (24,230,000) |
Noncurrent | |||
Assets | 51,114,000 | 30,928,000 | 33,188,000 |
Liabilities | 18,743,000 | ||
Total noncurrent net assets | 32,371,000 | 30,928,000 | 33,188,000 |
Net assets of subsidiary | 7,653,000 | 7,760,000 | 8,958,000 |
Chengdu Yueji | |||
Current | |||
Assets | 4,183,000 | 5,656,000 | 8,441,000 |
Liabilities | 6,267,000 | 2,419,000 | 3,566,000 |
Total current net assets/(liabilities) | (2,084,000) | 3,237,000 | 4,875,000 |
Noncurrent | |||
Assets | 11,803,000 | 5,515,000 | 3,905,000 |
Liabilities | 5,689,000 | ||
Total noncurrent net assets | 6,114,000 | 5,515,000 | 3,905,000 |
Net assets of subsidiary | 4,030,000 | 8,752,000 | 8,780,000 |
Pengai Xiuqi | |||
Current | |||
Assets | 5,060,000 | 7,081,000 | 13,192,000 |
Liabilities | 9,250,000 | 12,776,000 | 856,000 |
Total current net assets/(liabilities) | (4,190,000) | (5,695,000) | 12,336,000 |
Noncurrent | |||
Assets | 27,838,000 | 17,578,000 | 137,000 |
Liabilities | 2,262,000 | ||
Total noncurrent net assets | 25,576,000 | 17,578,000 | 137,000 |
Net assets of subsidiary | 21,386,000 | 11,883,000 | 12,473,000 |
Haikou Pengai | |||
Current | |||
Assets | 2,226,000 | 9,180,000 | 9,908,000 |
Liabilities | 12,738,000 | 3,893,000 | 2,053,000 |
Total current net assets/(liabilities) | (10,512,000) | 5,287,000 | 7,855,000 |
Noncurrent | |||
Assets | 25,174,000 | 4,563,000 | 1,349,000 |
Liabilities | 6,458,000 | ||
Total noncurrent net assets | 18,716,000 | 4,563,000 | 1,349,000 |
Net assets of subsidiary | 8,204,000 | 9,850,000 | 9,204,000 |
Shenzhen Yueji | |||
Current | |||
Assets | 17,627,000 | ||
Liabilities | 20,648,000 | ||
Total current net assets/(liabilities) | (3,021,000) | ||
Noncurrent | |||
Assets | 9,153,000 | ||
Total noncurrent net assets | 9,153,000 | ||
Net assets of subsidiary | 6,132,000 | ||
Shenzhen Yuexin | |||
Current | |||
Assets | 2,125,000 | ||
Liabilities | 21,540,000 | ||
Total current net assets/(liabilities) | (19,415,000) | ||
Noncurrent | |||
Assets | 33,742,000 | ||
Liabilities | 16,256,000 | ||
Total noncurrent net assets | 17,486,000 | ||
Net assets of subsidiary | (1,929,000) | ||
Nanchang Pengai | |||
Current | |||
Assets | 4,426,000 | 6,243,000 | 7,075,000 |
Liabilities | 1,305,000 | 794,000 | 980,000 |
Total current net assets/(liabilities) | 3,121,000 | 5,449,000 | 6,095,000 |
Noncurrent | |||
Assets | 893,000 | 1,014,000 | 854,000 |
Total noncurrent net assets | 893,000 | 1,014,000 | 854,000 |
Net assets of subsidiary | 4,014,000 | 6,463,000 | ¥ 6,949,000 |
Yantai Pengai Jiayan | |||
Current | |||
Assets | 13,614,000 | 5,443,000 | |
Liabilities | 23,564,000 | 14,501,000 | |
Total current net assets/(liabilities) | (9,950,000) | (9,058,000) | |
Noncurrent | |||
Assets | 38,441,000 | 18,473,000 | |
Liabilities | 18,299,000 | ||
Total noncurrent net assets | 20,142,000 | 18,473,000 | |
Net assets of subsidiary | 10,192,000 | ¥ 9,415,000 | |
Ninghai Pengai | |||
Current | |||
Assets | 1,696,000 | ||
Liabilities | 1,060,000 | ||
Total current net assets/(liabilities) | 636,000 | ||
Noncurrent | |||
Assets | 3,856,000 | ||
Liabilities | 424,000 | ||
Total noncurrent net assets | 3,432,000 | ||
Net assets of subsidiary | ¥ 4,068,000 |
Summarised financial informat_3
Summarised financial information of subsidiaries with material non-controlling interests - Summarised statements of comprehensive income (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | ¥ 869,050 | ¥ 761,306 | ¥ 697,396 |
Profit/(loss) before income tax | 152,364 | (233,972) | (53,169) |
Income tax (expense)/credit | (14,036) | (18,508) | (19,260) |
Profit/(loss) and total comprehensive income/(loss) for the year | 139,000 | (251,392) | (72,644) |
Total comprehensive income/(loss) allocated to noncontrolling interests | 2,019 | 2,757 | 4,246 |
Huizhou Pengai | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 35,184 | 33,996 | 36,517 |
Profit/(loss) before income tax | 5,170 | 7,299 | 9,195 |
Income tax (expense)/credit | (1,293) | (1,796) | (1,749) |
Profit/(loss) and total comprehensive income/(loss) for the year | 3,878 | 5,503 | 7,446 |
Total comprehensive income/(loss) allocated to noncontrolling interests | 1,338 | 2,174 | 3,059 |
Dividend paid to noncontrolling interests | 1,478 | 2,378 | |
Shanghai Pengai | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 33,834 | 38,685 | 43,565 |
Profit/(loss) before income tax | 689 | 4,073 | 4,748 |
Income tax (expense)/credit | (172) | (994) | (465) |
Profit/(loss) and total comprehensive income/(loss) for the year | 517 | 3,079 | 4,283 |
Total comprehensive income/(loss) allocated to noncontrolling interests | 77 | 527 | 926 |
Dividend paid to noncontrolling interests | 1,463 | ||
Chongqing Pengai | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 53,701 | 37,167 | 34,750 |
Profit/(loss) before income tax | (317) | (1,424) | (8,224) |
Income tax (expense)/credit | 79 | 226 | 2,056 |
Profit/(loss) and total comprehensive income/(loss) for the year | (238) | (1,198) | (6,168) |
Total comprehensive income/(loss) allocated to noncontrolling interests | (257) | (1,850) | |
Chengdu Yueji | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 23,766 | 32,866 | 2,532 |
Profit/(loss) before income tax | (4,722) | 27 | 1,542 |
Income tax (expense)/credit | (56) | (1,435) | |
Profit/(loss) and total comprehensive income/(loss) for the year | (4,722) | (29) | 107 |
Total comprehensive income/(loss) allocated to noncontrolling interests | (1,515) | (9) | |
Pengai Xiuqi | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 33,057 | 34,599 | 2,885 |
Profit/(loss) before income tax | 8,678 | (774) | 630 |
Income tax (expense)/credit | 803 | 206 | (158) |
Profit/(loss) and total comprehensive income/(loss) for the year | 9,481 | (568) | 472 |
Total comprehensive income/(loss) allocated to noncontrolling interests | 1,043 | (32) | |
Haikou Pengai | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 25,458 | 24,165 | 21,300 |
Profit/(loss) before income tax | 2,001 | 4,806 | 4,362 |
Income tax (expense)/credit | (500) | (1,209) | (1,036) |
Profit/(loss) and total comprehensive income/(loss) for the year | 1,501 | 3,597 | 3,326 |
Total comprehensive income/(loss) allocated to noncontrolling interests | 195 | 468 | 436 |
Dividend paid to noncontrolling interests | 407 | ||
Shenzhen Yueji | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 20,809 | ||
Profit/(loss) before income tax | (4,897) | ||
Income tax (expense)/credit | (1,224) | ||
Profit/(loss) and total comprehensive income/(loss) for the year | 3,673 | ||
Total comprehensive income/(loss) allocated to noncontrolling interests | 1,469 | ||
Shenzhen Yuexin | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 33,057 | ||
Profit/(loss) before income tax | (8,678) | ||
Income tax (expense)/credit | 803 | ||
Profit/(loss) and total comprehensive income/(loss) for the year | 9,481 | ||
Total comprehensive income/(loss) allocated to noncontrolling interests | 1,043 | ||
Nanchang Pengai | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 2,198 | 6,332 | 8,767 |
Profit/(loss) before income tax | 2,449 | 650 | (1,164) |
Income tax (expense)/credit | 164 | (356) | |
Profit/(loss) and total comprehensive income/(loss) for the year | (2,449) | (487) | 808 |
Total comprehensive income/(loss) allocated to noncontrolling interests | (898) | (146) | 242 |
Dividend paid to noncontrolling interests | ¥ 309 | ||
Yantai Pengai Jiayan | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 32,668 | ||
Profit/(loss) before income tax | 1,036 | (779) | |
Income tax (expense)/credit | (259) | 195 | |
Profit/(loss) and total comprehensive income/(loss) for the year | 777 | (584) | |
Total comprehensive income/(loss) allocated to noncontrolling interests | 85 | ¥ (175) | |
Ninghai Pengai | |||
Summarised financial information of subsidiaries with material non controlling interests | |||
Revenue | 5,211 | ||
Profit/(loss) before income tax | 1,182 | ||
Income tax (expense)/credit | (113) | ||
Profit/(loss) and total comprehensive income/(loss) for the year | 1,069 | ||
Total comprehensive income/(loss) allocated to noncontrolling interests | ¥ 524 |
Summarised financial informat_4
Summarised financial information of subsidiaries with material non-controlling interests - Summarised statements of cash flows (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Cash generated from operations | ¥ 100,695 | ¥ 29,864 | ¥ 97,791 |
Income tax paid | (13,934) | (24,970) | (20,812) |
Net cash generated from/(used in) operating activities | 86,761 | 4,894 | 76,979 |
Net cash used in investing activities | (114,172) | (76,182) | (69,195) |
Net cash (used in)/generated from financing activities | 79,561 | 66,741 | (28,187) |
Net increase/(decrease) in cash and cash equivalents | 52,150 | (4,547) | (20,403) |
Cash and cash equivalents at beginning of the year - Balance sheet | 101,886 | 105,345 | |
Cash and cash equivalents at end of the year - Balance sheet | 154,490 | 101,886 | 105,345 |
Huizhou Pengai | |||
Cash flows from operating activities | |||
Cash generated from operations | 5,488 | 8,557 | 4,117 |
Income tax paid | (715) | (2,801) | (891) |
Net cash generated from/(used in) operating activities | 4,773 | 5,756 | 3,226 |
Net cash used in investing activities | (708) | (5,986) | (144) |
Net cash (used in)/generated from financing activities | (4,285) | (2,378) | |
Net increase/(decrease) in cash and cash equivalents | (220) | (230) | 704 |
Cash and cash equivalents at beginning of the year - Balance sheet | 647 | 877 | 173 |
Cash and cash equivalents at end of the year - Balance sheet | 427 | 647 | 877 |
Shanghai Pengai | |||
Cash flows from operating activities | |||
Cash generated from operations | 11,170 | 1,083 | 3,217 |
Income tax paid | (436) | (1,764) | (869) |
Net cash generated from/(used in) operating activities | 10,734 | (681) | 2,348 |
Net cash used in investing activities | (833) | (2,124) | (400) |
Net increase/(decrease) in cash and cash equivalents | 9,901 | (2,805) | 1,948 |
Cash and cash equivalents at beginning of the year - Balance sheet | 733 | 3,538 | 1,590 |
Cash and cash equivalents at end of the year - Balance sheet | 10,634 | 733 | 3,538 |
Chongqing Pengai | |||
Cash flows from operating activities | |||
Cash generated from operations | 3,280 | 1,695 | 717 |
Income tax paid | (349) | (48) | |
Net cash generated from/(used in) operating activities | 2,931 | 1,647 | 717 |
Net cash used in investing activities | (4,487) | (909) | (2,524) |
Net increase/(decrease) in cash and cash equivalents | (1,556) | 738 | (1,807) |
Cash and cash equivalents at beginning of the year - Balance sheet | 1,933 | 1,195 | 3,002 |
Cash and cash equivalents at end of the year - Balance sheet | 377 | 1,933 | 1,195 |
Chengdu Yueji | |||
Cash flows from operating activities | |||
Cash generated from operations | (1,279) | 3,363 | 7,949 |
Income tax paid | (347) | (1,380) | (952) |
Net cash generated from/(used in) operating activities | (1,626) | 1,983 | 6,997 |
Net cash used in investing activities | (245) | (2,007) | (2,346) |
Net cash (used in)/generated from financing activities | (2,359) | ||
Net increase/(decrease) in cash and cash equivalents | (1,871) | (24) | 2,292 |
Cash and cash equivalents at beginning of the year - Balance sheet | 2,367 | 2,391 | 99 |
Cash and cash equivalents at end of the year - Balance sheet | 496 | 2,367 | 2,391 |
Pengai Xiuqi | |||
Cash flows from operating activities | |||
Cash generated from operations | 4,417 | 19,570 | (11,863) |
Income tax paid | (191) | ||
Net cash generated from/(used in) operating activities | 4,417 | 19,379 | (11,863) |
Net cash used in investing activities | (4,756) | (18,853) | 11,863 |
Net increase/(decrease) in cash and cash equivalents | (339) | 526 | |
Cash and cash equivalents at beginning of the year - Balance sheet | 526 | ||
Cash and cash equivalents at end of the year - Balance sheet | 187 | 526 | |
Haikou Pengai | |||
Cash flows from operating activities | |||
Cash generated from operations | 14,810 | 5,662 | 3,694 |
Income tax paid | (492) | (976) | (1,048) |
Net cash generated from/(used in) operating activities | 14,318 | 4,686 | 2,646 |
Net cash used in investing activities | (14,437) | (5,962) | (1,866) |
Net cash (used in)/generated from financing activities | (423) | ||
Net increase/(decrease) in cash and cash equivalents | (542) | (1,276) | 780 |
Cash and cash equivalents at beginning of the year - Balance sheet | 618 | 1,894 | 1,114 |
Cash and cash equivalents at end of the year - Balance sheet | 76 | 618 | 1,894 |
Shenzhen Yueji | |||
Cash flows from operating activities | |||
Cash generated from operations | 3,815 | ||
Income tax paid | (1) | ||
Net cash generated from/(used in) operating activities | (3,814) | ||
Net cash used in investing activities | (3,776) | ||
Net cash (used in)/generated from financing activities | 600 | ||
Net increase/(decrease) in cash and cash equivalents | 638 | ||
Cash and cash equivalents at beginning of the year - Balance sheet | 187 | ||
Cash and cash equivalents at end of the year - Balance sheet | 825 | 187 | |
Shenzhen Yuexin | |||
Cash flows from operating activities | |||
Cash generated from operations | 3,545 | ||
Net cash generated from/(used in) operating activities | 3,545 | ||
Net cash used in investing activities | (4,266) | ||
Net increase/(decrease) in cash and cash equivalents | (721) | ||
Cash and cash equivalents at beginning of the year - Balance sheet | 867 | ||
Cash and cash equivalents at end of the year - Balance sheet | 147 | 867 | |
Nanchang Pengai | |||
Cash flows from operating activities | |||
Cash generated from operations | (221) | 567 | 1,938 |
Income tax paid | 134 | (456) | (450) |
Net cash generated from/(used in) operating activities | (87) | 111 | 1,488 |
Net cash used in investing activities | (1) | (7) | (214) |
Net cash (used in)/generated from financing activities | (1,470) | ||
Net increase/(decrease) in cash and cash equivalents | (88) | 105 | (196) |
Cash and cash equivalents at beginning of the year - Balance sheet | 110 | 5 | 202 |
Cash and cash equivalents at end of the year - Balance sheet | 22 | 110 | ¥ 5 |
Yantai Pengai Jiayan | |||
Cash flows from operating activities | |||
Cash generated from operations | 4,278 | 7,072 | |
Income tax paid | (35) | ||
Net cash generated from/(used in) operating activities | 4,243 | 7,072 | |
Net cash used in investing activities | (3,161) | (16,690) | |
Net cash (used in)/generated from financing activities | 10,000 | ||
Net increase/(decrease) in cash and cash equivalents | 1,082 | 382 | |
Cash and cash equivalents at beginning of the year - Balance sheet | 382 | ||
Cash and cash equivalents at end of the year - Balance sheet | 1,464 | ¥ 382 | |
Ninghai Pengai | |||
Cash flows from operating activities | |||
Cash generated from operations | 1,352 | ||
Net cash generated from/(used in) operating activities | 1,352 | ||
Net cash used in investing activities | (3,479) | ||
Net cash (used in)/generated from financing activities | 3,000 | ||
Net increase/(decrease) in cash and cash equivalents | 873 | ||
Cash and cash equivalents at end of the year - Balance sheet | ¥ 873 |
Commitments - Capital commitmen
Commitments - Capital commitments (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments | ||
Contracted but not provided for assets | ¥ 10,079 | ¥ 106 |
Property, plant and equipment | ||
Commitments | ||
Contracted but not provided for assets | 19 | ¥ 106 |
Investments | ||
Commitments | ||
Contracted but not provided for assets | ¥ 10,060 |
Commitments - Operating lease c
Commitments - Operating lease commitments (Details) - CNY (¥) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments | ||
Minimum future lease payments | ¥ 80,000 | ¥ 201,286,000 |
Maximum Amount of Damages Claimed by Plaintiffs | 5,522,000 | |
Within 1 year | ||
Commitments | ||
Minimum future lease payments | ¥ 80,000 | 34,426,000 |
Later than 1 year and not later than 5 years | ||
Commitments | ||
Minimum future lease payments | 98,416,000 | |
After 5 years | ||
Commitments | ||
Minimum future lease payments | ¥ 68,444,000 | |
Bottom of Range | ||
Commitments | ||
Lease term | 3 years | |
Top of Range | ||
Commitments | ||
Lease term | 9 years |
Related party transactions (Det
Related party transactions (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related companies | ||
Related party transactions | ||
Rental expenses | ¥ 2,269 | ¥ 1,940 |
Service fee expenses | 2,500 | 5,000 |
Non-controlling interests | ||
Related party transactions | ||
Rental expenses | 1,220 | 1,992 |
Directors | ||
Related party transactions | ||
Acquisition of additional interest in subsidiaries | 9,274 | 6,250 |
Associates | ||
Related party transactions | ||
License income from an associate | 5,983 | |
Shareholder | ||
Related party transactions | ||
Interest expense from convertible note | ¥ 4,145 | ¥ 4,660 |
Related party transactions - Ba
Related party transactions - Balances with related parties (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balances with related parties | ||
Amounts due from related parties, current | ¥ 3,101 | ¥ 55,354 |
Amounts due to related parties, current | 626 | 218 |
Related companies | ||
Balances with related parties | ||
Amounts due from related parties, current | 628 | 18,070 |
Amounts due to related parties, current | 622 | 14 |
Directors | ||
Balances with related parties | ||
Amounts due from related parties, current | 24,777 | |
Non-controlling interests | ||
Balances with related parties | ||
Amounts due from related parties, current | 2,473 | 12,507 |
Amounts due to related parties, current | ¥ 4 | ¥ 204 |
Related party transactions - Ke
Related party transactions - Key management compensation (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related party transactions | ||
Basic salaries and bonus | ¥ 19,237 | ¥ 18,653 |
Share based compensation | 33,003 | |
Pension costs-defined contribution plans | 257 | 226 |
Compensation paid or payable to key management for employee services | ¥ 52,497 | ¥ 18,879 |
Related party transactions - Pe
Related party transactions - Personal guarantees and corporate guarantee from related company (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related party transactions | ||
Bank borrowings of the Group secured by personal guarantees from Dr. Zhou Pengwu, Dr. Zhou Yitao and Ms. Ding Wenting and corporate guarantee from a related company | ¥ 61,125 | ¥ 23,967 |
Particulars of the subsidiari_3
Particulars of the subsidiaries (Details) | Dec. 18, 2019 | Dec. 17, 2019 | Dec. 10, 2019 | Dec. 09, 2019 | Jun. 12, 2019 | Jun. 11, 2019 | Jun. 01, 2019 | May 31, 2019 | May 28, 2019 | May 27, 2019 | May 16, 2019 | May 15, 2019 | Dec. 17, 2018 | Oct. 09, 2018 | Aug. 31, 2018 | Aug. 30, 2018 | Aug. 27, 2018 | Jul. 24, 2018 | Jul. 23, 2018 | Feb. 01, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Nov. 29, 2017 | Sep. 30, 2017 | Sep. 29, 2017 | Dec. 31, 2019HKD ($)shares | Dec. 31, 2018HKD ($)shares | Dec. 31, 2019HKD ($)shares | Dec. 31, 2019SGD ($)shares | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2018SGD ($)shares | Dec. 31, 2018CNY (¥)shares |
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | ¥ 469,000 | ¥ 265,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 83.00% | 79.00% | ||||||||||||||||||||||||||||||
Dragon Jade Holdings Limited | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Number of shares issued | shares | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Stargaze Wealth Limited | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Number of shares issued | shares | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Peng Oi Investment (Hong Kong) Holdings Limited | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Number of shares issued | shares | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Peng Yida Business Consulting (Shenzhen) Co.,Ltd | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | $ | $ 98,000,000 | $ 98,000,000 | $ 98,000,000 | |||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Shenzhen Pengai Hospital Investment Management Co., Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | ¥ 10,000,000 | ¥ 10,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
China Aesthetic Healthcare Holdings (Singapore) Pte. Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | $ | $ 10 | $ 10 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Shenzhen Pengcheng General Hospital Co., Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 36,000,000 | 36,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Shenzhen Pengai Aesthetic Medical Hospital Co., Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 30,000,000 | 30,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Shenzhen Pengai Beauty Promise Cosmetic Co., Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 100,000 | 100,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Nanchang Pengai | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 51.00% | 70.00% | 51.00% | 70.00% | ||||||||||||||||||||||||||||
Haikou Pengai | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 87.00% | 87.00% | ||||||||||||||||||||||||||||||
Huizhou Pengai | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 6,000,000 | 6,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 65.50% | 62.50% | 62.50% | 57.50% | 65.50% | 65.50% | ||||||||||||||||||||||||||
Shenzhen Guangji General Clinic Co., Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 6,000,000 | 6,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | |||||||||||||||||||||||||||||||
Jinan Pengai Aesthetic Medical Hospital Co., Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 5,210,000 | |||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 95.00% | |||||||||||||||||||||||||||||||
Yantai Pengai Jiayan | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 7,290,000 | |||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 89.00% | 94.00% | 94.00% | |||||||||||||||||||||||||||||
Shanghai Nishizhen Medical Technology Co., Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 500,000 | 500,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Shenzhen Pengai Culture Broadcast Co., Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Changsha Pengai | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 500,000 | 500,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 89.00% | 79.00% | 89.00% | 79.00% | ||||||||||||||||||||||||||||
Shanghai Pengai | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | ¥ 2,500,000 | ¥ 2,500,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 80.00% | 80.00% | ||||||||||||||||||||||||||||||
Newa Medical Aesthetics Limited | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Number of shares issued | shares | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Chongqing Pengai | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | ¥ 2,500,000 | ¥ 2,500,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 95.00% | 95.00% | 70.00% | 100.00% | 95.00% | ||||||||||||||||||||||||||
Guangzhou Pengai | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 9,660,000 | 9,660,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 96.00% | 91.00% | 85.00% | 95.00% | 85.00% | 85.00% | ||||||||||||||||||||||||||
Pengai Xiuqi | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 12,000,000 | 12,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 89.00% | 100.00% | 89.00% | 89.00% | ||||||||||||||||||||||||||||
Baotou Pengai Yueji Medical Aesthetic Clinic Co. Ltd. ("Baotou Yueji") | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 51.00% | 51.00% | ||||||||||||||||||||||||||||||
Yinchuanshi Pengai Yueji Aesthetic Medical Clinic Co. Ltd. | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 51.00% | 51.00% | ||||||||||||||||||||||||||||||
Chengdu Yueji | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 70.00% | 70.00% | ||||||||||||||||||||||||||||||
Hangzhou Pengai | ||||||||||||||||||||||||||||||||
PRC subsidiaries | ||||||||||||||||||||||||||||||||
Registered capital/ issued share capital | ¥ 2,500,000 | ¥ 2,500,000 | ||||||||||||||||||||||||||||||
Proportion of equity interest held (as a percent) | 100.00% | 80.00% | 80.00% | 100.00% | 80.00% | 80.00% |
Additional information_ Conde_3
Additional information: Condensed balance sheets of the parent company (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||||
Other receivables, deposits and prepayments | ¥ 71,278 | ¥ 89,480 | ||
Cash and cash equivalents | 154,490 | 101,886 | ¥ 105,345 | |
Total current assets | 264,694 | 282,967 | ||
Total assets | 1,047,135 | 676,539 | ||
Equity attributable to owners of the Company | ||||
Share capital | 469 | 265 | ||
Other reserves. | 789,285 | 95,245 | ||
Total (deficit)/equity | 590,598 | (249,356) | (22,240) | ¥ 49,001 |
Noncurrent liabilities | ||||
Convertible redeemable preferred shares | 476,112 | |||
Convertible note | 70,598 | |||
Exchangeable note liabilities | 185,745 | |||
Derivative financial instrument | 301 | |||
Total non-current liabilities | 191,235 | 754,603 | ||
Current liabilities | ||||
Accruals, other payables and provisions | 58,439 | 57,992 | ||
Total liabilities | 456,537 | 925,895 | ||
Total equity and liabilities | 1,047,135 | 676,539 | ||
Parent company | ||||
Noncurrent assets | ||||
Investments in subsidiaries and due from subsidiaries | 538,898 | 458,056 | ||
Current assets | ||||
Other receivables, deposits and prepayments | 504 | 4,200 | ||
Cash and cash equivalents | 65,558 | 26,932 | ¥ 19,395 | ¥ 60,248 |
Total current assets | 66,062 | 31,132 | ||
Total assets | 604,960 | 489,188 | ||
Equity attributable to owners of the Company | ||||
Share capital | 428 | 265 | ||
Other reserves. | 590,170 | (249,621) | ||
Total (deficit)/equity | 590,598 | (249,356) | ||
Noncurrent liabilities | ||||
Convertible redeemable preferred shares | 476,112 | |||
Convertible note | 70,598 | |||
Exchangeable note liabilities | 185,745 | |||
Derivative financial instrument | 301 | |||
Total non-current liabilities | 732,756 | |||
Current liabilities | ||||
Accruals, other payables and provisions | 14,362 | 5,788 | ||
Total liabilities | 14,362 | 738,544 | ||
Total equity and liabilities | ¥ 604,960 | ¥ 489,188 |
Additional information_ Conde_4
Additional information: Condensed statements of comprehensive income of the parent company (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Additional information: condensed financial statements of the Company | |||
Selling expenses | ¥ (413,068) | ¥ (333,526) | ¥ (300,362) |
General and administrative expenses | (196,329) | (115,485) | (92,836) |
Finance income | 388 | 322 | 868 |
Finance costs | (24,293) | (9,244) | (6,581) |
Fair value loss of convertible redeemable preferred shares | 136,656 | (226,248) | (85,461) |
Fair value loss of convertible note | (5,193) | (9,152) | (1,283) |
Fair value loss of exchangeable note liabilities | 45,274 | (56,925) | (38,307) |
(Loss)/profit before income tax | 152,364 | (233,972) | (53,169) |
Income tax expense | 14,036 | 18,508 | 19,260 |
(Loss)/profit for the year | 138,328 | (252,480) | (72,429) |
Items that may be subsequently reclassified to profit or loss | |||
Currency translation differences | 672 | 1,088 | (215) |
Total other comprehensive (loss)/income for the year, net of tax | 672 | 1,088 | (215) |
Total comprehensive (loss)/income for the year | 139,000 | (251,392) | (72,644) |
Parent company | |||
Additional information: condensed financial statements of the Company | |||
Profit from subsidiaries | 40,231 | 55,581 | 71,644 |
Selling expenses | (1,889) | (1,537) | |
General and administrative expenses | (72,908) | (9,252) | (14,206) |
Finance income | 14 | ||
Finance costs | (4,144) | (4,660) | (4,816) |
Fair value loss of convertible redeemable preferred shares | 136,656 | (226,248) | (85,461) |
Fair value loss of convertible note | (5,193) | (9,152) | (1,283) |
Fair value loss of exchangeable note liabilities | (45,274) | 56,925 | 38,307 |
Fair value loss of derivative financial instrument | 301 | (301) | |
(Loss)/profit before income tax | 138,328 | (252,480) | (72,429) |
(Loss)/profit for the year | 138,328 | (252,480) | (72,429) |
Items that may be subsequently reclassified to profit or loss | |||
Currency translation differences | 672 | 1,088 | (215) |
Total other comprehensive (loss)/income for the year, net of tax | 672 | 1,088 | (215) |
Total comprehensive (loss)/income for the year | ¥ 139,000 | ¥ (251,392) | ¥ (72,644) |
Additional information_ Conde_5
Additional information: Condensed statements of cash flows of the parent company (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Additional information: condensed financial statements of the Company | |||
Net cash generated from/(used in) operating activities | ¥ 86,761 | ¥ 4,894 | ¥ 76,979 |
Net cash (used in)/from investing activities | (114,172) | (76,182) | (69,195) |
Net cash (used in)/generated from financing activities | 79,561 | 66,741 | (28,187) |
Net increase/(decrease) in cash and cash equivalents | 52,150 | (4,547) | (20,403) |
Cash and cash equivalents at beginning of the year - Balance sheet | 101,886 | 105,345 | |
Cash and cash equivalents at end of the year - Balance sheet | 154,490 | 101,886 | 105,345 |
Parent company | |||
Additional information: condensed financial statements of the Company | |||
Net cash generated from/(used in) operating activities | (55,411) | (13,517) | (36,026) |
Net cash (used in)/from investing activities | (7,940) | 14 | (11) |
Net cash (used in)/generated from financing activities | 101,977 | 21,040 | (4,816) |
Net increase/(decrease) in cash and cash equivalents | 38,626 | 7,537 | (40,853) |
Cash and cash equivalents at beginning of the year - Balance sheet | 26,932 | 19,395 | 60,248 |
Cash and cash equivalents at end of the year - Balance sheet | ¥ 65,558 | ¥ 26,932 | ¥ 19,395 |
Subsequent events (Details)
Subsequent events (Details) - CNY (¥) ¥ in Millions | Mar. 31, 2020 | Nov. 30, 2019 |
Subsequent events | ||
Acquire of equity interest, percentage | 80.00% | |
Estimated consideration for acquire of equity interest | ¥ 13.5 | |
Business combination | ||
Subsequent events | ||
Acquire of equity interest, percentage | 70.00% |