Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Entity Registrant Name | Prenetics Global Limited |
Entity Central Index Key | 0001876431 |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | EXPLANATORY NOTE On June 28, 2022, Prenetics Global Limited (the “Registrant”) filed Amendment No. 3 to a Registration Statement on Form F-1 (File No. 333-265284) (as amended, the “Registration Statement”), which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2022. The Registrant is filing this post-effective amendment No. 1 to the Registration Statement to include its unaudited condensed consolidated financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and to update certain other information contained in the Registration Statement. No additional securities are being registered by this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement on Form F-1. |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated statements of prof
Consolidated statements of profit or loss and other comprehensive income - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Profit or loss [abstract] | |||||
Revenue | $ 143,760,317 | $ 136,477,480 | $ 275,852,753 | $ 65,179,515 | $ 9,233,089 |
Direct costs | (86,027,559) | (79,851,389) | (169,721,542) | (38,834,696) | (6,517,795) |
Gross profit | 57,732,758 | 56,626,091 | 106,131,211 | 26,344,819 | 2,715,294 |
Other income and other net (losses)/gains | (585,339) | 356,043 | 138,948 | (315,404) | 3,117 |
Share of loss of a joint venture | (1,133,321) | (2,576,842) | |||
Selling and distribution expenses | (8,402,422) | (6,283,243) | (21,932,322) | (6,492,635) | (4,769,971) |
Research and development expenses | (8,664,734) | (2,933,491) | (10,563,952) | (2,782,123) | (2,989,758) |
Administrative and other operating expenses | (58,528,531) | (21,889,982) | (83,991,413) | (16,616,462) | (13,185,125) |
(Loss)/profit from operations | (18,448,268) | 25,875,418 | (10,217,528) | (995,126) | (20,803,285) |
Finance costs | (3,939,574) | (422,356) | (5,238,030) | (59,567) | (69,390) |
Fair value loss on financial assets at fair value through profit or loss | (1,659,343) | (94,000) | 0 | 0 | |
Share-based payment on listing | (89,546,601) | ||||
Fair value loss on convertible securities | (29,054,669) | (29,054,669) | (2,846,750) | ||
Fair value loss on preference shares liabilities | (60,091,353) | (125,398,798) | 0 | 0 | |
Fair value loss on warrant liabilities | (1,539,577) | ||||
Other finance costs | (3,939,574) | (422,356) | |||
Write-off on amount due from a shareholder | (106,179) | 0 | 0 | ||
Gain on bargain purchase | 117,238 | 0 | 0 | ||
Loss on disposal of a subsidiary | (292,132) | 0 | 0 | ||
Loss before taxation | (175,224,716) | (3,601,607) | (170,284,098) | (3,901,443) | (20,872,675) |
Income tax expense | (1,938,375) | (4,258,869) | (3,732,744) | 1,937,558 | 677,474 |
Loss for the period | (177,163,091) | (7,860,476) | (174,016,842) | (1,963,885) | (20,195,201) |
Exchange differences on translation [abstract] | |||||
Foreign exchange differences on translation of foreign operations | (4,775,936) | (147,833) | 260,112 | 1,581,372 | 154,055 |
Total comprehensive income for the year | (181,939,027) | (8,008,309) | (173,756,730) | (382,513) | (20,041,146) |
Profit (loss), attributable to [abstract] | |||||
Equity shareholders of the Company | (177,163,044) | (7,855,358) | (174,009,273) | (1,939,689) | (20,141,991) |
Non-controlling interests | (47) | (5,118) | (7,569) | (24,196) | (53,210) |
Loss for the period | (177,163,091) | (7,860,476) | (174,016,842) | (1,963,885) | (20,195,201) |
Comprehensive income attributable to [abstract] | |||||
Equity shareholders of the Company | (181,938,980) | (8,003,191) | (173,749,161) | (358,317) | (19,987,936) |
Non-controlling interests | (47) | (5,118) | (7,569) | (24,196) | (53,210) |
Total comprehensive income for the year | $ (181,939,027) | $ (8,008,309) | $ (173,756,730) | $ (382,513) | $ (20,041,146) |
Loss per share | |||||
Basic loss per share | $ (3.57) | $ (0.26) | $ (11.92) | $ (0.15) | $ (1.56) |
Diluted loss per share | $ (3.57) | $ (0.26) | $ (11.92) | $ (0.15) | $ (1.56) |
Consolidated statements of fina
Consolidated statements of financial position - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Property, plant and equipment | $ 12,863,570 | $ 13,037,192 | $ 4,693,318 |
Intangible assets | 21,675,333 | 23,826,282 | 24,095,500 |
Goodwill | 3,538,599 | 3,978,065 | 3,993,007 |
Deferred tax assets | 4,983 | 79,702 | 1,951,154 |
Deferred expenses | 8,538,212 | ||
Other non-current assets | 449,651 | 693,548 | 193,582 |
Non-current assets | 47,070,348 | 41,614,789 | 34,926,561 |
Inventories | 11,296,467 | 6,829,226 | 4,497,577 |
Trade receivables | 42,634,854 | 47,041,538 | 22,990,727 |
Deferred expenses | 4,553,370 | ||
Deposits, prepayments and other receivables | 11,563,328 | 7,406,197 | 892,790 |
Other receivables | 855,781 | 411,559 | 798,772 |
Amount due from a shareholder | 106,179 | ||
Amount due from a joint venture | 180,825 | ||
Amounts due from related companies | 9,060 | ||
Financial assets at fair value through profit or loss | 26,746,657 | 9,906,000 | |
Cash and cash equivalents | 134,379,603 | 35,288,952 | 14,489,880 |
Current assets | 231,174,279 | 106,892,532 | 43,956,750 |
Total assets | 278,244,627 | 148,507,321 | 78,883,311 |
Liabilities | |||
Deferred tax liabilities | 596,151 | 659,498 | |
Preference shares liabilities | 486,404,770 | ||
Warrant liabilities | 8,311,000 | ||
Lease liabilities | 3,066,826 | 3,600,232 | 804,574 |
Non-current liabilities | 11,973,977 | 490,664,500 | 804,574 |
Trade payables | 8,571,871 | 9,979,726 | 13,436,941 |
Accrued expenses and other current liabilities | 14,735,987 | 36,280,298 | 8,929,495 |
Deferred consideration | 1,304,588 | ||
Amounts due to shareholders | 133,314 | ||
Contract liabilities | 9,762,974 | 9,587,245 | 7,054,586 |
Lease liabilities | 1,874,093 | 1,666,978 | 865,283 |
Trade financing | 9,201,820 | ||
Convertible securities | 0 | 15,346,113 | |
Tax payable | 3,121,962 | 1,223,487 | 1,410 |
Current liabilities | 47,268,707 | 58,737,734 | 47,071,730 |
Total liabilities | 59,242,684 | 549,402,234 | 47,876,304 |
Equity [abstract] | |||
Share capital | 11,098 | 1,493 | 53,240,604 |
Reserves | 219,075,867 | (400,811,431) | (22,156,191) |
Total (equity deficiency)/equity attributable to equity shareholders of the Company | 219,086,965 | (400,809,938) | 31,084,413 |
Non-controlling interests | (85,022) | (84,975) | (77,406) |
Total (equity deficiency)/equity | 219,001,943 | (400,894,913) | 31,007,007 |
Total equity and liabilities | $ 278,244,627 | 148,507,321 | $ 78,883,311 |
Previously stated [member] | |||
Assets | |||
Deposits, prepayments and other receivables | $ 7,817,756 |
Consolidated statements of chan
Consolidated statements of changes in equity - USD ($) | Total | Issued capital [member] | Share premium [member] | Reserve of exchange differences on translation [member] | Miscellaneous other reserves [member] | Capital reserve [member] | Accumulated losses | Equity attributable to owners of parent [member] | Non-controlling interests |
Beginning balance at Dec. 31, 2018 | $ 32,983,290 | $ 45,691,346 | $ (967,804) | $ 9,759,239 | $ (21,499,491) | $ 32,983,290 | |||
Changes in equity for the year: | |||||||||
Loss for the period | (20,195,201) | (20,141,991) | (20,141,991) | $ (53,210) | |||||
Other comprehensive income | 154,055 | 154,055 | 154,055 | ||||||
Total comprehensive income | (20,041,146) | 154,055 | (20,141,991) | (19,987,936) | (53,210) | ||||
Equity-settled share-based transactions | 3,910,562 | 3,910,562 | 3,910,562 | ||||||
Ending balance at Dec. 31, 2019 | 16,852,706 | 45,691,346 | (813,749) | 13,669,801 | (41,641,482) | 16,905,916 | (53,210) | ||
Changes in equity for the year: | |||||||||
Loss for the period | (1,963,885) | (1,939,689) | (1,939,689) | (24,196) | |||||
Other comprehensive income | 1,581,372 | 1,581,372 | 1,581,372 | ||||||
Total comprehensive income | (382,513) | 1,581,372 | (1,939,689) | (358,317) | (24,196) | ||||
Equity-settled share-based transactions | 1,617,469 | 1,617,469 | 1,617,469 | ||||||
Vesting of shares under the Restricted Share Scheme | 48,622 | 48,622 | 48,622 | ||||||
Issuance of exchange loan notes | 12,870,723 | $ 12,870,723 | 12,870,723 | ||||||
Shares issued upon conversion of exchange loan notes | 7,549,258 | (7,549,258) | |||||||
Ending balance at Dec. 31, 2020 | 31,007,007 | 53,240,604 | 767,623 | 5,321,465 | 15,335,892 | (43,581,171) | 31,084,413 | (77,406) | |
Changes in equity for the year: | |||||||||
Loss for the period | (7,860,476) | (7,855,358) | (7,855,358) | (5,118) | |||||
Other comprehensive income | (147,833) | (147,833) | (147,833) | ||||||
Total comprehensive income | (8,008,309) | (147,833) | (7,855,358) | (8,003,191) | (5,118) | ||||
Equity-settled share-based transactions | 3,537,228 | 3,537,228 | 3,537,228 | ||||||
Vesting of shares under the Restricted Share Scheme | 4,517 | 4,517 | 4,517 | ||||||
Reclassification to preference shares liabilities (note 15) | (279,832,806) | (37,890,771) | (241,942,035) | (279,832,806) | |||||
Fair value loss of convertible securities | (811,819) | (811,819) | (811,819) | ||||||
Ending balance at Jun. 30, 2021 | (254,104,182) | 15,349,833 | 619,790 | (237,432,389) | 18,877,637 | (51,436,529) | (254,021,658) | (82,524) | |
Beginning balance at Dec. 31, 2020 | 31,007,007 | 53,240,604 | 767,623 | 5,321,465 | 15,335,892 | (43,581,171) | 31,084,413 | (77,406) | |
Changes in equity for the year: | |||||||||
Loss for the period | (174,016,842) | (174,009,273) | (174,009,273) | (7,569) | |||||
Other comprehensive income | 260,112 | 260,112 | 260,112 | ||||||
Total comprehensive income | (173,756,730) | 260,112 | (174,009,273) | (173,749,161) | (7,569) | ||||
Equity-settled share-based transactions | 22,494,918 | 22,494,918 | 22,494,918 | ||||||
Vesting of shares under the Restricted Share Scheme | 4,517 | 4,517 | 4,517 | ||||||
Reclassification to preference shares liabilities (note 15) | (279,832,806) | (37,890,771) | (241,942,035) | (279,832,806) | |||||
Reclassification to share premium arising from the restructuring | (15,348,379) | $ 15,348,379 | |||||||
Shares issued upon conversion of exchange loan notes | 39 | 1,777,990 | (1,778,029) | ||||||
Fair value loss of convertible securities | (811,819) | (811,819) | (811,819) | ||||||
Ending balance at Dec. 31, 2021 | (400,894,913) | 1,493 | 17,126,369 | 1,027,735 | (239,210,418) | 37,835,327 | (217,590,444) | (400,809,938) | (84,975) |
Beginning balance at Jun. 30, 2021 | (254,104,182) | 15,349,833 | 619,790 | (237,432,389) | 18,877,637 | (51,436,529) | (254,021,658) | (82,524) | |
Changes in equity for the year: | |||||||||
Loss for the period | (166,156,366) | (166,153,915) | (166,153,915) | (2,451) | |||||
Other comprehensive income | 407,945 | 407,945 | 407,945 | ||||||
Total comprehensive income | (165,748,421) | 407,945 | (166,153,915) | (165,745,970) | (2,451) | ||||
Equity-settled share-based transactions | 18,957,690 | 18,957,690 | 18,957,690 | ||||||
Reclassification to share premium arising from the restructuring | (15,348,379) | 15,348,379 | |||||||
Shares issued upon conversion of exchange loan notes | 39 | 1,777,990 | (1,778,029) | ||||||
Ending balance at Dec. 31, 2021 | (400,894,913) | 1,493 | 17,126,369 | 1,027,735 | (239,210,418) | 37,835,327 | (217,590,444) | (400,809,938) | (84,975) |
Changes in equity for the year: | |||||||||
Loss for the period | (177,163,091) | (177,163,044) | (177,163,044) | (47) | |||||
Other comprehensive income | (4,775,936) | (4,775,936) | (4,775,936) | ||||||
Total comprehensive income | (181,939,027) | (4,775,936) | (177,163,044) | (181,938,980) | (47) | ||||
Equity-settled share-based transactions | 22,344,081 | 22,344,081 | 22,344,081 | ||||||
Vesting of shares under the Restricted Share Scheme | 2,115 | 2,115 | 2,115 | ||||||
Capital contribution | 116,094,600 | 1,494 | 116,093,106 | 116,094,600 | |||||
Share-based payment on listing | 113,146,206 | 1,452 | 113,144,754 | 113,146,206 | |||||
Issuance of bonus shares | 1,543 | (1,543) | |||||||
Reclassification to preference shares liabilities (note 15) | 550,248,881 | 5,116 | 550,243,765 | 550,248,881 | |||||
Modification of agreement with PIPE investors (note 22) | (17,400,000) | (17,400,000) | (17,400,000) | ||||||
Settlement of agreement with PIPE investors upon listing (note 22) | 17,400,000 | 17,400,000 | 17,400,000 | ||||||
Ending balance at Jun. 30, 2022 | $ 219,001,943 | $ 11,098 | $ 796,606,451 | $ (3,748,201) | $ (239,210,418) | $ 60,181,523 | $ (394,753,488) | $ 219,086,965 | $ (85,022) |
Consolidated statements of cash
Consolidated statements of cash flows - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of cash flows [abstract] | |||||
Loss for the year | $ (174,016,842) | $ (1,963,885) | $ (20,195,201) | ||
Adjustments for: | |||||
Bank interest income | (3,980) | (8,043) | (15,506) | ||
Depreciation | 4,288,115 | 1,292,472 | 1,124,072 | ||
Amortization of intangible assets | 3,058,527 | 1,133,564 | 1,110,516 | ||
Finance costs | 5,238,030 | 59,567 | 69,390 | ||
Fair value loss on convertible securities | 29,054,669 | 2,846,750 | 0 | ||
Fair value loss on preference shares liabilities | $ 60,091,353 | 125,398,798 | 0 | 0 | |
Fair value loss on financial assets at fair value through profit or loss | 1,659,343 | 94,000 | 0 | 0 | |
Net exchange (gain)/ losses | (285,025) | 280,360 | 52,534 | ||
Write-off on amount due from a shareholder | 106,179 | 0 | 0 | ||
Gain on bargain purchase | (117,238) | 0 | 0 | ||
Loss on disposal of a subsidiary | 292,132 | 0 | 0 | ||
Impairment loss on interest in joint venture | 0 | 570,704 | 0 | ||
Impairment loss on amount due from a joint venture | 176,227 | 0 | 0 | ||
(Gain)/loss on disposal of property, plant and equipment | (39) | 1,646 | 0 | ||
Write-off on property, plant and equipment | 476,431 | 0 | 0 | ||
Share of loss of a joint venture | 0 | 1,133,321 | 2,576,842 | ||
Equity-settled share-based payment expenses | 22,494,918 | 1,617,469 | 3,910,562 | ||
Income tax expense/(credit) | 1,938,375 | $ 4,258,869 | 3,732,744 | (1,937,558) | (677,474) |
Total adjustments to reconcile profit (loss) | 19,987,646 | 5,026,367 | (12,044,265) | ||
Changes in: | |||||
(Increase)/decrease in inventories | (2,331,649) | (3,745,228) | 415,686 | ||
(Increase)/decrease in trade receivables | (24,050,811) | (20,090,387) | 1,827,941 | ||
Increase in deposits and prepayments and other receivables | (6,126,194) | (1,093,451) | (163,171) | ||
Decrease/(increase) in amount due from a joint venture | 0 | 18,862 | (199,687) | ||
Increase in amounts due from related companies | (9,060) | 0 | 0 | ||
(Increase)/decrease in other non-current assets | (499,966) | (32,577) | 38,059 | ||
(Decrease)/increase in trade payables | (3,457,215) | 9,707,910 | 1,714,170 | ||
Increase in accrued expenses and other current liabilities | 27,350,803 | 5,962,060 | 2,758,152 | ||
Increase in contract liabilities | 2,532,659 | 1,485,582 | 3,814,321 | ||
Cash from/(used in) operations | (32,964,990) | (955,915) | 13,396,213 | (2,760,862) | (1,838,794) |
Income tax (paid)/refund | (28,528) | 6,671 | 20,284 | (118,849) | (44,316) |
Net cash generated from/(used in) operating activities | (32,993,518) | (949,244) | 13,416,497 | (2,879,711) | (1,883,110) |
Cash flows from investing activities | |||||
Payment for purchase of property, plant and equipment | (2,557,341) | (4,231,711) | (8,546,945) | (2,862,902) | (259,178) |
Proceeds from disposal of property, plant and equipment | 0 | 44,242 | 713,523 | 10,890 | 0 |
Payment for purchase of intangible assets | (442,794) | (1,472,542) | (2,865,315) | (197,159) | (114,680) |
Payment for purchase of financial assets at fair value through profit or loss | (18,500,000) | 0 | (10,000,000) | 0 | 0 |
Payment for acquisition of a subsidiary, net of cash acquired | (2,929,533) | 0 | |||
Increase in amount due from a shareholder | 0 | (771) | (4,182) | (3,077) | |
Investment in joint ventures | 0 | (4,236,765) | |||
Proceeds from partial disposal of a subsidiary without loss of control | 0 | 1 | |||
Settlement of deferred consideration | (1,326,823) | 0 | 0 | ||
Interest received | 10,789 | 2,018 | 3,980 | 8,043 | 15,506 |
Net cash used in investing activities | (21,489,346) | (5,658,764) | (22,021,580) | (5,974,843) | (4,598,193) |
Cash flows from financing activities | |||||
Capital element of lease rentals paid | (536,450) | (470,821) | (1,299,031) | (610,926) | (503,585) |
Interest element of lease rentals paid | (127,024) | (59,625) | (205,915) | (49,400) | (64,107) |
Interest paid | (59,709) | (15) | (33) | (654) | (5,283) |
Proceeds from new trade financing | 9,201,820 | 0 | |||
Proceeds from issuance of preference shares liabilities | 0 | 25,970,000 | |||
Proceeds from reverse capitalization | 146,158,422 | 0 | |||
Proceeds from issuance of preference shares | 25,970,000 | 0 | 0 | ||
Proceeds from issuance of convertible securities | 0 | 4,980,718 | 4,980,718 | 12,499,363 | 0 |
(Decrease)/increase in amounts due to shareholders | 0 | (2,957) | (128,797) | 4,477 | 3,836 |
Net cash generated from/(used in) financing activities | 154,637,059 | 30,417,300 | 29,316,942 | 11,842,860 | (569,139) |
Net increase/(decrease) in cash and cash equivalents | 100,154,195 | 23,809,292 | 20,711,859 | 2,988,306 | (7,050,442) |
Cash and cash equivalents at the beginning of the year | 35,288,952 | 14,489,880 | 14,489,880 | 11,521,505 | 18,781,873 |
Effect of foreign exchange rate changes | (1,063,544) | (717,761) | 87,213 | (19,931) | (209,926) |
Cash and cash equivalents at the end of the year | $ 134,379,603 | $ 37,581,411 | $ 35,288,952 | $ 14,489,880 | $ 11,521,505 |
Reporting entity
Reporting entity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Reporting entity | ||
Reporting entity | 1 Reporting entity Prenetics Global Limited (the “Company”) was incorporated in Cayman Islands on July 21, 2021 to facilitate the public listing and additional capitalization (referred to collectively as the “Reverse Recapitalization”) of Prenetics Holding Company Limited, (“PHCL”), formerly known as Prenetics Group Limited (with the name changed on May 17, 2022), and its subsidiaries (the “PHCL Group”). The Company and its subsidiaries (collectively, the “Group”) focus on providing healthcare solutions through three pillars — prevention, diagnostics and personalized care. The Group’s preventive health testing services are genetic testing (under the brand named Circle DNA) for general health purposes. Circle DNA utilizes a whole exome sequencing technology that conducts a full scan on individuals’ protein-coding genes, analyzing genetic variations across different categories and providing personalized reports with a saliva sample. The Group is also in the process of conducting clinical studies for a stool-DNA Since April 2020, the Group has been providing polymerase chain reaction (“PCR”) diagnostic testing services for COVID-19 COVID-19 In May 2021, Prenetics HK underwent a corporate restructuring to facilitate fundraising activities (the “Corporate Restructuring). As a result of the Corporate Restructuring, (i) Prenetics HK became an indirectly wholly owned subsidiary of PHCL upon the completion of the restructuring on June 16, 2021, (ii) the pre-existing shares of Prenetics HK were exchanged to their corresponding classes of shares of PHCL, and (iii) the pre-existing convertible securities of Prenetics HK were converted into Series D preference shares of PHCL. In addition, as part of the Corporate Restructuring, the pre-existing share options schemes and the restricted share scheme of Prenetics HK were terminated and replaced with a new ESOP scheme of PHCL. As the restructuring involved the insertion of non-operating shell entities above a pre-existing Group with substantive business activities headed by Prenetics HK, the Corporate Restructuring did not involve any business combination. The Reverse Recapitalization (see notes 17 and 22) was effectuated by • a special purpose acquisition company (“SPAC”) Artisan Acquisition Corp. (“Artisan”), incorporated in the Cayman Islands and listed on the Nasdaq Stock Market (“NASDAQ”), merging on May 17, 2022 with AAC Merger Limited, incorporated in the Cayman Islands and a directly wholly-owned subsidiary of the Company; with AAC Merger Limited surviving and remaining as a wholly-owned subsidiary of the Company (“Initial Merger”); • PGL Merger Limited, incorporated in the Cayman Islands and a directly wholly-owned subsidiary of the Company, merging with PHCL on May 18, 2022; with PHCL surviving and becoming a wholly-owned subsidiary of the Company (“Acquisition Merger”); • additional capitalization by way of issuing the Company’s shares to certain third-party investors (“PIPE Investors”) on May 18, 2022, pursuant to investment commitments in subscribing and purchasing for the Class A Ordinary Shares of the Company, concurrently with the execution of the Acquisition Merger; and • The Company becoming a publicly traded company on NASDAQ on May 18, 2022. The Reverse Recapitalization has been accounted for with reference to the principles of reverse acquisitions in IFRS 3, Business combinations | 1 Reporting entity Prenetics Group Limited (“the Company”) is incorporated in Cayman Islands on February 8, 2018. Prenetics Limited (“Prenetics HK”) is a company incorporated in Hong Kong and has its registered office and principal place of business at Unit 701-706, K11 Atelier King’s Road, 728 King’s Road, Quarry Bay, Hong Kong with effect from June 28, 2021. The Company and its subsidiaries (collectively, “the Group”) focus on providing healthcare solutions through three pillars — prevention, diagnostics and personalized care. The Company is an investment holding company and has not carried out any business since its incorporation save for the Group’s restructuring described below. The Group’s preventive health testing services are genetic testing (under the brand named CircleDNA) for general health purposes. CircleDNA utilizes a whole exome sequencing technology that conducts a full scan on individuals’ protein-coding genes, analyzing genetic variations across different categories and providing personalized reports with a saliva sample. The Group is also in the process of conducting clinical studies for a stool-DNA screening test for detecting colorectal cancer and advanced adenoma under the brand named ColoClear, a pipeline product. ColoClear uses advanced stool DNA technology to detect abnormal DNA markers and blood cells in human stool that precancerous polyps and colon cancer can cause. It is developed as a convenient and less invasive alternative to colonoscopy. Since April 2020, the Group has been providing polymerase chain reaction (“PCR”) diagnostic testing services for COVID-19 to individuals, corporates for their employees or customers and governments for community testing. From November 2021, the Group officially launched Circle HealthPod, which is a rapid detection health monitoring device that offers COVID-19 testing solutions for professional use and home use initially in Hong Kong. Prenetics HK operates and owns its own accredited laboratories in Hong Kong. The Group also engages in research and development activities to advance its preventive, diagnostic and personalized healthcare solutions. In May 2021, Prenetics HK entered into a Share Exchange Agreement and Subscription Agreement with, amongst others, the existing shareholders of Prenetics HK and the Company for the purposes of restructuring the shareholding structure of Prenetics HK and facilitating fundraising activities. As part of the restructuring, the pre-existing shares of Prenetics HK were exchanged to their corresponding classes of shares of the Company, while the convertible securities were converted into Series D preference shares of the Company. As a result of this corporate restructuring, Prenetics HK became an indirectly wholly owned subsidiary of the Company from June 16, 2021. As the restructuring involved the insertion of non- operating shell entities above a pre-existing Group with substantive business activities headed by Prenetics HK, the restructuring did not involve any business combination. This transaction has been accounted for at cost such that the Company’s consolidated financial statements is presented as a continuation of the consolidated financial statements of Prenetics HK except for the capital structure. The comparative figures have been re-presented as the financial statements of Prenetics HK as if the corporate restructuring had occurred on January 1, 2020. On September 15, 2021, the Company entered into a Business Combination Agreement with Prenetics Global Limited (“PubCo”), Artisan Acquisition Corp. (“Artisan”), PGL Merger Limited, wholly owned subsidiary of PubCo (“Prenetics Merger Sub”), and AAC Merger Limited, wholly owned subsidiary of PubCo (“Artisan Merger Sub”). All the above-mentioned entities are Cayman Islands exempted companies. In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) Artisan will merge with and into Artisan Merger Sub, with Artisan Merger Sub being the surviving entity and remaining a wholly owned subsidiary of PubCo, and (ii) Prenetics Merger Sub will merge with and into the Company, with the Company as the surviving company and becoming a wholly owned subsidiary of PubCo. PubCo will adopt a dual class stock structure with Class A ordinary share, which will have one vote per share, and Class B ordinary share, which will have 20 votes per share. Pursuant to the Business Combination Agreement, upon consummation of the above merger transactions: (i) Each share of the Company’s ordinary shares and preference shares (other than those held by the Mr. Yeung Danny Sheng Wu (the “Founder”), treasury shares and dissenting shares) shall automatically be cancelled and cease to exist in exchange for the right to receive PubCo Class A ordinary share that is equal to the Exchange Ratio in accordance with the Business Combination Agreement (“Exchange Ratio”); (ii) Each share of the Company’s ordinary shares and preference shares that are held by the Founder shall automatically be cancelled and cease to exist in exchange for the right to receive PubCo Class B ordinary share that is equal to the Exchange Ratio; (iii) Each share of treasury shares shall automatically be cancelled and cease to exist without any conversion; (iv) All the Company’s options and restricted shares units (“RSU”) (other than those held by the key executives) shall be assumed by PubCo and converted into comparable RSU that are exercisable for or in reference to, respectively, PubCo Class A ordinary shares, with a value determined in accordance with the Business Combination Agreement; and (v) All the Company’s options and RSUs that are held by the key executives shall be assumed by PubCo and converted into comparable RSU that are exercisable for or in reference to, respectively, PubCo Class B ordinary shares, with a value determined in accordance with the Business Combination Agreement. The Business Combination Agreement is subject to the approval of Artisan shareholders. |
Significant accounting policies
Significant accounting policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Significant accounting policies | ||
Significant accounting policies | 2 Significant accounting policies (a) Basis of preparation of the interim financial report This interim financial report has been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim financial reporting The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2021 annual financial statements of the PHCL Group, except for the accounting policy changes that are expected to be reflected in the 2022 annual financial statements. Details of any changes in accounting policies and newly adopted accounting policies are set out in note 2(b). The preparation of an interim financial report in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year-to-date basis. Actual results may differ from these estimates. This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2021 annual financial statements of the PHCL Group. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”). (b) Changes in accounting policies and newly adopted accounting policies (i) The Group has applied the following amendments to IFRSs issued by the IASB to this interim financial report for the current accounting period: • Amendments to IFRS 3, Reference to the Conceptual Framework • Amendments to IAS 16, Property, Plant and Equipment: Proceeds before Intended Use • Amendments to IAS 37, Onerous Contracts — Cost of Fulfilling a Contract • Annual Improvements to IFRSs 2018-2020 Cycle None of these amendments have had a material effect on how the Group’s results and financial position for the current or prior periods have been prepared or presented in this interim financial report. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period. (ii) Interest-bearing borrowings Interest-bearing borrowings are measured initially at fair value less transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost using the effective interest method. Interest expense is expensed in the period in which it is incurred. (iii) Warrants liabilities Warrants issued by the Group are accounted for as derivative liabilities. The warrants are initially recognized at fair value, and in subsequent periods measured at fair value through profit or loss with any changes in fair value recognized in profit or loss until the warrants are exercised, redeemed, or expired. | 2 Significant accounting policies (a) Statement of compliance The Company’s consolidated financial statements have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”), which collective term includes all applicable individual IFRSs, International Accounting Standards (“IASs”) and Interpretations issued by the IASB. Significant accounting policies adopted by the Group are disclosed below. The IASB has issued certain amendments to IFRSs that are first effective or available for early adoption for the periods presented in these consolidated financial statements. Note 2(c) provides information on the initial application of these developments to the extent that they are relevant to the Group for the periods presented in these consolidated financial statements. (b) Basis of preparation of the consolidated financial statements These consolidated financial statements for the year ended December 31, 2021 comprise the Group. The measurement basis used in the preparation of the consolidated financial statements is the historical cost basis, except that the following instruments are stated at their fair value as explained in the accounting policies set out below: • preference share liabilities — conversion feature (see note 2(s)); • convertible securities (see note 2(v)); and • financial assets at fair value through profit or loss (see note 2(z)) As at December 31, 2021, the Group’s total liabilities exceeded its total assets by $400,894,913. Despite this, the preference shares will be converted into ordinary shares of the PubCo after the completion of the proposed business combination as described in note 1 resulting in the listing of PubCo’s shares on the Nasdaq Stock Market. Management and the directors of the Company are of the view that the Group has and will continue to have sufficient financial resources to meet its liabilities as and when they fall due and to enable the Group to continue operations for the foreseeable future. Consequently, the directors have prepared the consolidated financial statements on a going concern basis. The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Judgments made by management in the application of IFRSs that have significant effect on the consolidated financial statements and major sources of estimation uncertainty are discussed in note 30. (c) Changes in accounting policies The Group has applied the following amendments to IFRSs issued by the IASB to these financial statements for the current accounting period: • Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, Interest rate benchmark reform — phase 2 • Amendment to IFRS 16, Covid-19-related rent concessions beyond 30 June 2021 Other than the amendment to IFRS 16, the Group has not applied any new standard or interpretation that is not yet effective for the current accounting period. The amendment to IFRS 16 do not have any material impact to the Group’s consolidated financial statements. (d) Subsidiaries and non-controlling interests Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, 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. When assessing whether the Group has power, only substantive rights (held by the Group and other parties) are considered. An investment in a subsidiary is consolidated into the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances, transactions and cash flows and any unrealized profits arising from intra-group transactions are eliminated in full in preparing the consolidated financial statements. Unrealized losses resulting from intra-group transactions are eliminated in the same way as unrealized gains but only to the extent that there is no evidence of impairment. Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Company, and in respect of which the Group has not agreed any additional terms with the holders of those interests which would result in the Group as a whole having a contractual obligation in respect of those interests that meets the definition of a financial liability. For each business combination, the Group can elect to measure any non-controlling interests either at fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net identifiable assets. Non-controlling interests are presented in the consolidated statement of financial position within equity, separately from equity attributable to the equity shareholders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated statement of profit or loss and the consolidated statement of profit or loss and other comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between non-controlling interests and the equity shareholders of the Company. Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within consolidated equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognized. When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire interest in that subsidiary, with a resulting gain or loss being recognized in profit or loss. Any interest retained in that former subsidiary at the date when control is lost is recognized at fair value and this amount is regarded as the fair value on initial recognition of a financial asset or, when appropriate, the cost on initial recognition of an investment in an associate or joint venture (see note 2(e)). (e) Joint ventures A joint venture is an arrangement whereby the Group or Company and other parties contractually agree to share control of the arrangement, and have rights to the net assets of the arrangement. An investment in a joint venture is accounted for in the consolidated financial statements under the equity method, unless it is classified as held for sale (or included in a disposal group that is classified as held for sale). Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Group’s share of the acquisition-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). The cost of the investment includes purchase price, other costs directly attributable to the acquisition of the investment, and any direct investment into the joint venture that forms part of the Group’s equity investment. Thereafter, the investment is adjusted for the post acquisition change in the Group’s share of the investee’s net assets and any impairment loss relating to the investment (see note 2(t)(ii)). At each reporting date, the Group assess whether there is any objective evidence that the investment is impaired. Any acquisition-date excess over cost, the Group’s share of the post-acquisition, post-tax results of the investees and any impairment losses for the year are recognized in the consolidated statement of profit or loss, whereas the Group’s share of the post-acquisition post-tax items of the investees’ other comprehensive income is recognized in the consolidated statement of profit or loss and other comprehensive income. When the Group’s share of losses exceeds its interest in the joint venture, the Group’s interest is reduced to nil Unrealized profits and losses resulting from transactions between the Group and its joint venture are eliminated to the extent of the Group’s interest in the investee, except where unrealized losses provide evidence of an impairment of the asset transferred, in which case they are recognized immediately in profit or loss. In all other cases, when the Group ceases to have joint control over a joint venture, it is accounted for as a disposal of the entire interest in that investee, with a resulting gain or loss being recognized in profit or loss. Any interest retained in that former investee at the date when joint control is lost is recognized at fair value and this amount is regarded as the fair value on initial recognition of a financial asset. (f) Assets acquisition Groups of assets acquired and liabilities assumed are assessed to determine if they are business or asset acquisitions. On an acquisition-by-acquisition basis, the Group chooses to apply a simplified assessment of whether an acquired set of activities and assets is an asset rather than business acquisition, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. When a group of assets acquired and liabilities assumed do not constitute a business, the overall acquisition cost is allocated to the individual identifiable assets and liabilities based on their relative fair values at the date of acquisition. An exception is when the sum of the individual fair values of the identifiable assets and liabilities differs from the overall acquisition cost. In such case, any identifiable assets and liabilities that are initially measured at an amount other than cost in accordance with the Group’s policies are measured accordingly, and the residual acquisition cost is allocated to the remaining identifiable assets and liabilities based on their relative fair values at the date of acquisition. (g) Property, plant and equipment Property, plant and equipment, including right-of-use assets arising from leases of underlying property, plant and equipment (see note 2(i)), are stated at cost less accumulated depreciation and impairment losses (see note 2(t)(ii)). Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of retirement or disposal. Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives as follows: – Properties leased for own use Over the unexpired lease period – Office equipment leased for own use Over the unexpired lease period – Leasehold improvements Shorter of 4 years, or over the unexpired lease period – Fixtures and furniture 5 years – Office and lab equipment 3 – 5 years – Computer equipment 3 years – Motor vehicles 3 years – Manufacturing equipment 3 years Both the useful life of an asset and its residual value, if any, are reviewed annually. (h) Intangible assets (other than goodwill) Expenditure on research activities is recognized as an expense in the period in which it is incurred. Expenditure on development activities is capitalized if the product or process is technically and commercially feasible and the Group has sufficient resources and the intention to complete development. The expenditure capitalized includes the costs of materials, direct labor and an appropriate proportion of overheads. Capitalized development costs are stated at cost less accumulated amortization and impairment losses (see note 2(t)(ii)). Other development expenditure is recognized as an expense in the period in which it is incurred. Other intangible assets that are acquired by the Group are stated at cost less accumulated amortization (where the estimated useful life is finite) and impairment losses (see note 2(t)(ii)). Expenditure on internally generated goodwill and brands is recognized as an expense in the period in which its incurred. Amortization of intangible assets with finite useful lives is charged to profit or loss on a straight-line basis over the assets’ estimated useful lives. The following intangible assets with finite useful lives are amortized from the date they are available for use and their estimated useful lives are as follows: – Website and mobile apps 2 years – Trademark and technology 10 – 20 years – Products development cost 3 years Both the period and method of amortization are reviewed annually. Intangible assets are not amortized while their useful lives are assessed to be indefinite. Any conclusion that the useful life of an intangible asset is indefinite is reviewed annually to determine whether events and circumstances continue to support the indefinite useful life assessment for that asset. If they do not, the change in the useful life assessment from indefinite to finite is accounted for prospectively from the date of change and in accordance with the policy for amortization of intangible assets with finite lives as set out above. (i) Leased assets At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use. As a lessee, where the contract contains lease component(s) and non- lease component(s), the Group has elected not to separate non-lease components and accounts for each lease component and any associated non-lease components as a single lease component for all leases. At the lease commencement date, the Group recognizes a right-of-use asset and a lease liability, except for short-term leases that have a lease term of 12 months or less and leases of low-value assets. When the Group enters into a lease in respect of a low-value asset, the Group decides whether to capitalize the lease on a lease-by-lease basis. The lease payments associated with those leases which are not capitalized are recognized as an expense on a systematic basis over the lease term. Where the lease is capitalized, the lease liability is initially recognized at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortized cost and interest expense is calculated using the effective interest method. Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to profit or loss in the accounting period in which they are incurred. The right-of-use asset recognized when a lease is capitalized is initially measured at cost, which comprises the initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, discounted to their present value, less any lease incentives received. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses (see notes 2(g) and 2(t)(ii)). The initial fair value of refundable rental deposits is accounted for separately from the right-of-use assets in accordance with the accounting policy applicable to receivables carried at amortized cost (see notes 2(k) and 2(t)). Any difference between the initial fair value and the nominal value of the deposits is accounted for as additional lease payments made and is included in the cost of right-of-use assets. The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably certain to exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. In the consolidated statement of financial position, the current portion of long-term lease liabilities is determined as the present value of contractual payments that are due to be settled within twelve months after the reporting period. (j) Inventories Inventories representing consumables, reagent, kits materials and finished goods are carried at the lower of cost and net realizable value. Cost is calculated on the first-in-first-out basis and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. When inventories are sold, the carrying amount of those inventories is recognized as an expense in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs. (k) Trade and other receivables (including amount due from a joint venture, amount due from a shareholder and amounts due from related companies) A receivable is recognized when the Group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If the revenue has been recognized before the Group has an unconditional right to receive consideration, the amount is presented as a contract asset. Receivables that do not contain a significant financing component are initially measured at their transaction price. Receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortized cost, using the effective interest method and including an allowance for credit losses (see note 2(t)(i)). (l) Trade and other payables (including amounts due to shareholders), deposit liabilities and contract liabilities (i) Trade and other payables Trade and other payables are initially recognized at fair value. Subsequent to initial recognition, trade and other payables are stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at invoice amounts. (ii) Deposit liabilities Deposit liabilities are initially recognized at fair value when the customer pays consideration which is refundable until after 5 to 30 days from the date of delivery has passed, in which case they are subsequently recognized as contract liabilities. (iii) Contract liabilities A contract liability is recognized when the customer pays consideration before the Group recognizes the related revenue, and that consideration becomes non-refundable (see note 2(q)). A contract liability would also be recognized if the Group has an unconditional right to receive non-refundable consideration before the Group recognizes the related revenue. In such cases, a corresponding receivable would also be recognized (see note 2(k)). (m) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Cash and cash equivalents are assessed for expected credit loss in accordance with the policy set out in note 2(t)(i). (n) Employee benefits (i) Short-term employee benefits and contributions to defined contribution retirement plans Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values. (ii) Share-based payments The fair value of share options granted to employees is recognized as an employee cost with a corresponding increase in a capital reserve within equity. The fair value is measured at grant date using the Black-Scholes Model, taking into account the terms and conditions upon which the options were granted. Where the employees have to meet vesting conditions before becoming unconditionally entitled to the options, the total estimated fair value of the options is spread over the vesting period, taking into account the probability that the options will vest. During the vesting period, the number of share options that is expected to vest is reviewed. Any resulting adjustment to the cumulative fair value recognized in prior years is charged/credited to the profit or loss for the year of the review, unless the original employee expenses qualify for recognition as an asset, with a corresponding adjustment to the capital reserve. On vesting date, the amount recognized as an expense is adjusted to reflect the actual number of options that vest (with a corresponding adjustment to the capital reserve) except where forfeiture is only due to not achieving vesting conditions that relate to the market price of the Company’s shares. The equity amount is recognized in the capital reserve until either the option is exercised (when it is included in the amount recognized in share capital for the shares issued) or the option expires (when it is released directly to retained profits or accumulated losses). (o) Income tax Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognized in profit or loss except to the extent that they relate to items recognized in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognized in other comprehensive income or directly in equity, respectively. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits. Apart from certain limited exceptions, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable profits will be available against which the asset can be utilized, are recognized. Future taxable profits that may support the recognition of deferred tax assets arising from deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable entity, and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilized. The limited exceptions to recognition of deferred tax assets and liabilities are those temporary differences arising from goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination), and temporary differences relating to investments in subsidiaries to the extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the differences will not reverse in the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future. The carrying amount of a deferred tax asset is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the related tax benefit to be utilized. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available. Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities, if the Group has the legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met: • in the case of current tax assets and liabilities, the Group intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously; or • in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either: • the same taxable entity; or • different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered, intend to realize the current tax assets and settle the current tax liabilities on a net basis or realize and settle simultaneously. (p) Provisions and contingent liabilities Provisions are recognized when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, a separate asset is recognized for any expected reimbursement that would be virtually certain. The amount recognized for the reimbursement is limited to the carrying amount of the provision. (q) Revenue and other income Income is classified by the Group as revenue when it arises from the sale of goods or the provision of services in the ordinary course of the Group’s business. Revenue is measured based on the amount of consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. The Group recognizes revenue when (or as) it transfers control over a product or service to customer. An asset is transferred when (or as) the customer obtains control of the asset. The Group transfers control of a good or service at a point in time unless one of the following overtime criteria is met: (a) the customer simultaneously receives and consumes the benefits provided as the Group performs; (b) the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Group’s performance does not create an asset with an alternative use and the Group has an enforceable right to payment for performance completed to date. The Group provides i) preventive services which are genetic testing services to individuals and corporates for their employees and customers; and ii) diagnostic services which are primarily COVID-19 testing for individuals, corporates for their employees or customers, and governments for community testing. Additionally, from November 2021, the Group has officially launched (iii) Circle HealthPod, which is a rapid detection health monitoring device along with single-use capsules that offers rapid COVID-19 testing solutions for professional use and home use initially in Hong Kong. The Group collects consideration for both types of services upfront, and such consideration received usually becomes non-refundable after 5 to 30 days from the date of delivery of the kits to the individuals or corporates, or the date of purchase. The upfront consideration received is initially recognized as deposit liabilities (see note 2(l)(ii)) and subsequently reclassified to contract liabilities when the amount becomes non-refundable (see note 2(l)(iii)). Such amount does not include any variable consideration. The Group determines that its sales contracts do not have a significant financing component when the upfront consideration becomes non-refundable as customers have discretion to decide when the tests are performed during the contract term. (i) Performance obligations Generally the Group fulfilled its performance obligations for preventive and diagnostic services at a point in time upon delivery of the testing results or reports to customers except for one category of the genetic testing kits under the preventive services which includes an additional distinct performance obligation being the subscription of free future updates to new features, reports and categories (collectively the “update services”). The update services are considered distinct from the testing results or reports received by customers as those customers can benefit from the information provided in the testing results without the update services, the update services would not significantly modify the testing results, and there is not any significant interdependency between the testing results and the update services. Transfer of control for the testing results occurs when the testing results or reports are issued to customers and transfer of control for update services occurs over the expected service period which begins from the issuance of the testing results. For genetic testing kits which contains the update services, the Group allocates revenue to the testing results and the update services based on their respective standalone selling prices. When estimating standalone prices, the Group considers all information that is reasonably available which includes market conditions, company-specific information about the customers, pricing |
Segment information
Segment information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of operating segments [abstract] | ||
Segment information | 3 Segment information The Group manages its businesses by divisions, which are organized by a mixture of both business lines (products and services) and geographical locations. The Group has identified the following two reportable segments in a manner consistent with the way in which information is reported internally to the Group’s chief operating decision maker (“CODM”) for the purposes of resource allocation and performance assessment. The Group’s operating and reportable segments are 1. Prevention being the design and sale of genetics testing (including update services) and stool-based DNA tests for early colorectal cancer screening. 2. Diagnostic being the sale of COVID-19 Information regarding the results of each reportable segment is included below. Performance is measured based on segment gross profit, as included in the internal management reports that are reviewed by the CODM. The CODM does not evaluate operating segments using asset information. Prevention Diagnostics Unallocated Total For the six months ended June 30, 2022 Revenue 7,685,728 136,074,589 — 143,760,317 Gross profit 2,952,344 55,777,344 (996,930 ) 57,732,758 For the six months ended June 30, 2021 Revenue 8,001,423 128,476,057 — 136,477,480 Gross profit 3,684,918 53,849,539 (908,366 ) 56,626,091 The following table presents a summary of revenue by region based on the location of domiciliation and the amounts of non-current (i) Revenue Revenue by regions were as follows: For the six months ended 2022 2021 Hong Kong 94,087,178 68,843,553 United Kingdom 49,673,139 67,633,927 143,760,317 136,477,480 (ii) Non-current Non-current June 30, December 31, Hong Kong 19,941,988 10,993,322 United Kingdom 26,809,087 30,334,739 Rest of the world 314,290 207,026 Total non-current 47,065,365 41,535,087 | 3 Segment information The Group manages its businesses by divisions, which are organized by a mixture of both business lines (products and services) and geography. The Group has identified the following two reportable segments in a manner consistent with the way in which information is reported internally to the Group’s chief operating decision maker (“CODM”) for the purposes of resource allocation and performance assessment. The Group’s operating and reportable segments are as follows: 1. Prevention being the design and sale of genetics testing (including update services) and stool-based DNA tests for early colorectal cancer screening. 2. Diagnostic being the sale of COVID-19 testing services and products. Information regarding the results of each reportable segment is included below. Performance is measured based on segment gross profit, as included in the internal management reports that are reviewed by the CODM. The CODM does not evaluate operating segments using asset information. Prevention Diagnostics Unallocated Total 2021 Revenue 16,571,535 259,281,218 — 275,852,753 Gross profit 7,546,593 100,125,889 (1,541,271 ) 106,131,211 2020 Revenue 14,264,972 50,914,543 — 65,179,515 Gross profit 6,332,833 20,983,200 (971,214 ) 26,344,819 2019 Revenue 9,233,089 — — 9,233,089 Gross profit 3,545,335 — (830,041 ) 2,715,294 The following table presents a summary of revenue by region based on the location of domiciliation and the amounts of non-current assets based on the location of the asset. The Group geographically categorizes a sale based on the region in which the entity is domiciled in. (i) Revenue Revenue by regions were as follows: Year ended December 31, 2021 2020 2019 Hong Kong 124,926,420 35,411,518 4,155,830 United Kingdom 150,926,333 29,767,997 5,077,259 Total revenue 275,852,753 65,179,515 9,233,089 (ii) Non-current assets Non-current assets (excluding interest in a joint venture and deferred tax assets) by regions were as follows: December 31, 2021 2020 2019 Hong Kong 10,993,322 3,419,570 2,219,826 United Kingdom 30,334,739 29,510,377 10,115,781 Rest of the world 207,026 45,460 60,718 Total non-current assets 41,535,087 32,975,407 12,396,325 (iii) Major customers and suppliers For the year ended December 31, 2021, the Group’s customer base includes two customers with whom transactions individually have exceeded 10% of the Group’s revenue. The revenue from these two customers accounted for approximately 14% and 11% of the Group’s revenue, respectively. For the year ended December 31, 2020, the Group’s customer base includes two customers with whom transactions individually have exceeded 10% of the Group’s revenue. The revenue from these two customers accounted for approximately 20% and 20% of the Group’s revenue, respectively. For the year ended December 31, 2019, the Group’s customer base includes two customers with whom transactions individually have exceeded 10% of the Group’s revenue. The revenue from these two customers accounted for approximately 13% and 10% of the Group’s revenue, respectively. For the year ended December 31, 2021, the Group’s supplier base has no suppliers with whom transactions individually have exceeded 10% of the Group’s direct costs. For the year ended December 31, 2020, the Group’s supplier base includes three suppliers with whom transactions individually have exceeded 10% of the Group’s direct costs. The direct costs from these three suppliers accounted for approximately 16%, 13% and 13% of the Group’s direct costs, respectively. For the year ended December 31, 2019, the Group’s supplier base includes two suppliers with whom transactions individually have exceeded 10% of the Group’s direct costs. The direct costs from these two suppliers accounted for approximately 24% and 11% of the Group’s direct costs, respectively |
Revenue
Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue [abstract] | ||
Revenue | 4 Revenue The principal activities of the Group are provision of preventive and diagnostic health testing and services. Revenue represents the sales value of services rendered for customers in accordance with IFRS 15, Revenue from contracts with customers Revenue expected to be recognized in the future arising from contracts with customers in existence at the report date As of June 30, 2022 and December 31, 2021, the amount of service fee income allocated to the remaining performance obligations under the Group’s existing contracts that are non-refundable | 4 Revenue The principal activities of the Group are provision of preventive and diagnostic health testing and services. Revenue represents the sales value of services rendered for customers in accordance with IFRS 15, Revenue from contracts with customers Revenue expected to be recognized in the future arising from contracts with customers in existence at the report date As at December 31, 2021, 2020 and 2019, the amount of service fee income allocated to the remaining performance obligations under the Group’s existing contracts that are non-refundable is $9,587,245, $7,054,586 and $5,569,004, respectively. The Group will recognize the expected revenue in the future when the customers return the specimen samples, which may be after one year from the end of the reporting period. Such amount does not include any variable consideration. |
Other income and other net (los
Other income and other net (losses)/gains | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Analysis of income and expense [abstract] | ||
Other income and other net (losses)/gains | 5 Other income and other net (losses)/gains For the six months ended 2022 2021 Government subsidies 101,936 7,932 Bank interest income 927 2,018 Net exchange (losses)/gains (704,295 ) 319,359 Dividend income 9,862 — Sundry income 6,231 26,734 (585,339 ) 356,043 | 5 Other income and other net gains/(losses) Year ended December 31, 2021 2020 2019 Government subsidies (note) 7,932 513,860 — Bank interest income 3,980 8,043 15,506 Net exchange gains/(losses) 285,025 (280,360 ) (52,534 ) Impairment loss on interest in a joint venture (note 13(b)) — (570,704 ) — Impairment loss on amount due from a joint venture (176,227 ) — — Sundry income 18,238 13,757 40,145 138,948 (315,404 ) 3,117 Note: The Group has recognized various subsidies granted by the governments in different jurisdictions, including: (i) funding support of $470,165 from the Employment Support Scheme (“ESS”) under the Anti-epidemic Fund set up by The Government of Hong Kong Special Administrative Region during the year ended December 31, 2020. The purpose of the funding was to provide financial support to enterprises to retain their employees who would otherwise be made redundant. Under the terms of the grant, the Group was required not to make redundancies during the subsidy period and to spend all the funding on paying wages to the employees; and (ii) funding support of $7,932 and $43,695 from the Jobs Support Scheme (“JSS”) as one of the 2019 novel coronavirus (“COVID-19”) resilience package granted by the Singapore government during the years ended December 31, 2021 and 2020 respectively. The purpose of the funding is to provide wage support to employers in retaining their local employees (Singapore Citizens and Permanent Residents) during this period of economic uncertainty. Under the terms of the grant, the Singapore government co-funds a proportion of the gross monthly wages paid to each local employee. All active employers, except for government organizations (local and foreign) and representative offices, are eligible for the JSS. |
Loss before taxation
Loss before taxation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loss before taxation | ||
Loss before taxation | 6 Loss before taxation Loss before taxation is arrived at after charging: (a) Finance costs For the six months ended 2022 2021 Interest expenses on lease liabilities 127,024 59,625 Imputed interest on deferred consideration — 22,329 Changes in the carrying amount of preference shares liabilities (note 15) 3,752,758 340,387 Interest on trade financing 59,709 — Other interest expenses 83 15 3,939,574 422,356 (b) Staff costs For the six months ended 2022 2021 Salaries, wages and other benefits 52,257,819 29,189,244 Contributions to defined contribution retirement plan 498,482 225,513 Equity-settled share-based payment expenses 22,150,125 3,270,895 74,906,426 32,685,652 During the six months ended June 30, 2022, staff costs of $26,700,041, $781,488, $40,100,759 and $7,324,138 are included in direct costs, selling and distribution expenses, administrative and other operating expenses and research and development expenses, respectively. During the six months ended June 30, 2021, staff costs of $19,091,633, $390,326, $11,263,257 and $1,940,436 were included in direct costs, selling and distribution expenses, administrative and other operating expenses and research and development expenses, respectively. (c) Other items For the six months ended 2022 2021 Cost of inventories 45,059,870 22,470,692 Depreciation charge – owned property, plant and equipment 2,002,036 1,003,764 – right-of-use 1,030,687 510,241 Amortization of intangible assets 1,069,962 848,367 Auditor’s remuneration 255,343 390,465 Miscellaneous laboratory charges 111 265 During the six months ended J 0 | 6 Loss before taxation Loss before taxation is arrived at after charging: (a) Finance costs Year ended December 31, 2021 2020 2019 Interest expenses on lease liabilities (notes 9(a) and 18(b)) 205,915 49,400 64,107 Imputed interest on deferred consideration 22,235 9,513 — Changes in the carrying amount of preference shares liabilities (note 26) 5,009,847 — — Other interest expenses 33 654 5,283 5,238,030 59,567 69,390 (b) Staff costs Year ended December 31, 2021 2020 2019 Salaries, wages and other benefits 76,622,503 16,019,896 7,121,390 Contributions to defined contribution retirement plan 562,427 219,440 192,241 Equity-settled share-based payment expenses 22,141,614 1,229,312 2,515,276 99,326,544 17,468,648 9,828,907 During the year ended December 31, 2021, staff costs of $48,414,622, $1,299,320, $42,669,294 and $6,943,308 are included in direct costs, selling and distribution expenses, administrative and other operating expenses and research and development expenses, respectively. During the year ended December 31, 2020, staff costs of $5,377,536, $675,418, $9,359,041 and $2,056,653 are included in direct costs, selling and distribution expenses, administrative and other operating expenses and research and development expenses, respectively. During the year ended December 31, 2019, staff costs of $481,792, $376,102, $6,089,156 and $2,881,857 are included in direct costs, selling and distribution expenses, administrative and other operating expenses and research and development expenses, respectively. (c) Other items Year ended December 31, 2021 2020 2019 Cost of inventories (note 15) 52,701,330 10,412,753 4,383,747 Depreciation charge (note 9) — owned property, plant and equipment 2,745,549 708,637 617,334 — right-of-use assets 1,542,566 583,835 506,738 Amortization of intangible assets (note 10) 3,058,527 1,133,564 1,110,516 Write-off on property, plant and equipment 476,431 — — Auditor’s remuneration 1,221,439 566,553 56,763 Miscellaneous laboratory charges 13,953 12,892 15,529 During the year ended December 31, 2021, depreciation and amortization charges of $1,182,134, $6,018,632 and $145,876 are included in direct costs, administrative and other operating expenses and research and development expenses, respectively. During the year ended December 31, 2020, depreciation and amortization charges of $462,809, $1,900,065 and $63,162 are included in direct costs, administrative and other operating expenses and research and development expenses, respectively. During the year ended December 31, 2019, depreciation and amortization charges of $348,249, $1,798,790 and $87,549 are included in direct costs, administrative and other operating expenses and research and development expenses, respectively |
Income tax expense_(credit)
Income tax expense/(credit) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income tax expense/(credit) | ||
Income tax expense/(credit) | 7 Income tax expense Taxation in the consolidated statement of profit or loss represents: For the six months ended 2022 2021 Current tax — Hong Kong Profits Tax Provision for the period 1,922,721 1,841,513 Current tax — Overseas Provision for the period 70,235 96 Deferred tax Origination and reversal of temporary differences (54,581 ) 2,417,260 1,938,375 4,258,869 Notes: (i) The provision for Hong Kong Profits Tax is calculated by applying the estimated annual effective tax rate of 16.5% for six months ended June 30, 2022, except for one subsidiary of the Group which is a qualifying corporation under the two-tiered set-off (ii) Pursuant to the income tax rules and regulations of the United Kingdom, the applicable tax rate is 19%. No provision has been made as these subsidiaries had unutilized tax loss to set-off The Finance Act 2021 was enacted on June 10, 2021 and includes an increase in the corporate tax rate to 25% which will be effective from April 1, 2023. As a result, the deferred tax assets and liabilities as at June 30, 2022 and December 31, 2021 that are expected to be crystalized after April 1, 2023 are calculated using the rate of 25%. (iii) Taxation for other subsidiaries and branch is charged at the appropriate current rates of taxation ruling in the relevant countries. | 7 Income tax expense/(credit) (a) Taxation in the consolidated statements of profit or loss represents: Year ended December 31, 2021 2020 2019 Current tax — Hong Kong Profits Tax Provision for the year 1,164,222 — 7,266 Current tax — Overseas Provision for the year 38,475 19,671 — Deferred tax Origination and reversal of temporary differences 2,530,047 (1,957,229 ) (684,740 ) 3,732,744 (1,937,558 ) (677,474 ) Notes: (i) The provision for Hong Kong Profits Tax is calculated by applying the estimated annual effective tax rate of 16.5% for year ended December 31, 2021, except for one subsidiary of the Group which is a qualifying corporation under the two-tiered Profits Tax rate regime. No provision has been made for Hong Kong Profits Tax as the subsidiary in Hong Kong had unutilized tax loss to set-off against taxable income or has sustained losses for taxation purposes for the years ended December 31, 2020 and 2019. (ii) Pursuant to the income tax rules and regulations of the United Kingdom, the applicable corporate tax is calculated at 19% of the estimated taxable profits. No provision had been made as these subsidiaries had unutilized tax loss to set-off against taxable income or had sustained losses for taxation purposes for the years ended December 31, 2020 and 2019. The Finance Act 2021 was enacted on June 10, 2021 and includes an increase in the corporate tax rate to 25% which will be effective from April 1, 2023. As a result, the deferred tax assets and liabilities as at December 31, 2021 that are expected to be crystalized after April 1, 2023 are calculated using the rate of 25%. (iii) The applicable Enterprise Income Tax of the subsidiaries established in the People’s Republic of China (“PRC”) is calculated at 25% of the estimated taxable profits for the period. No provision has been made as these subsidiaries sustained a loss for taxation purposes for the years ended December 31, 2021, 2020 and 2019. (iv) Pursuant to the income tax rules and regulations of India, the applicable corporate tax is calculated at 25.17% of the estimated taxable profits. (v) Pursuant to the income tax rules and regulations of Singapore, the applicable tax rate is calculated at 17% of the estimated taxable profits. No provision has been made as the subsidiary had unutilized tax loss to set-off against taxable income or has sustained losses for taxation purposes for the years ended December 31, 2021, 2020 and 2019. (vi) Taxation for other overseas subsidiaries and branch is charged at the appropriate current rates of taxation ruling in the relevant countries. (b) Reconciliation between tax expense charged/(credited) to profit or loss and accounting loss at applicable tax rates: Year ended December 31, 2021 2020 2019 Loss before taxation (170,284,098 ) (3,901,443 ) (20,872,675 ) Notional tax on loss before taxation, calculated at the applicable rate (6,622,976 ) (697,772 ) (3,588,281 ) Tax effect of non-deductible expenses 11,587,117 1,111,877 1,278,412 Tax effect of non-taxable income (1,008,915 ) (76,874 ) (40,806 ) Tax effect of temporary difference not recognized 73,833 90,448 Tax effect on utilization of previously unrecognized tax loss (579,657 ) (692,350 ) (6,780 ) Tax effect of tax losses not recognized — 298,651 2,274,273 Tax effect of previously unrecognized temporary differences recognized in current period 360,922 (1,957,229 ) (684,740 ) Others (3,747 ) 2,306 — Actual tax expense/(credit) 3,732,744 (1,937,558 ) (677,474 ) (c) Deferred tax assets and liabilities recognized: The components of deferred tax (assets)/liabilities recognized in the consolidated statement of financial position and the movements during the years ended December 31, 2021, 2020 and 2019 are as follows: Depreciation Tax losses Intangible assets Total Deferred tax arising from: At January 1, 2019 135,842 (697,506 ) 1,231,531 669,867 Credited to profit or loss (99,338 ) (449,624 ) (135,778 ) (684,740 ) Exchange differences — (22,735 ) 37,608 14,873 At December 31, 2019 36,504 (1,169,865 ) 1,133,361 — At January 1, 2020 36,504 (1,169,865 ) 1,133,361 — Charged/(credited) to profit or loss 315,514 (2,138,179 ) (134,564 ) (1,957,229 ) Exchange differences 12,727 (39,709 ) 33,057 6,075 At December 31, 2020 364,745 (3,347,753 ) 1,031,854 (1,951,154 ) At January 1, 2021 364,745 (3,347,753 ) 1,031,854 (1,951,154 ) Charged to profit or loss 906,775 1,528,881 94,391 2,530,047 Exchange differences (3,839 ) 9,710 (4,968 ) 903 At December 31, 2021 1,267,681 (1,809,162 ) 1,121,277 579,796 (d) Deferred tax assets not recognized As at December 31, 2021, the Group recognized all deferred tax assets attributable to the future benefits of tax losses as it was considered probable that future taxable profit will be available against which tax losses can be utilized. As at December 31, 2020, the Group did not recognize deferred tax assets attributable to the future benefits of tax losses in certain subsidiaries of $3,050,828 as it was not considered probable that future taxable profit will be available against which tax losses can be utilized. As at December 31, 2019, the Group did not recognize deferred tax assets attributable to the future benefits of tax losses in certain subsidiaries of $17,804,824 as it was not considered probable that future taxable profit would be available against which the tax losses can be utilized. The tax losses do not expire under the respective current tax legislations in which the Group operates. |
Loss per share
Loss per share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loss per share | ||
Loss per share | 8 Loss per share The calculation of the basic and diluted loss per share attributable to the equity shareholders of the Company is based on the following data: For the six months ended 2022 2021 Loss Loss for the purposes of basic and diluted earnings per share: – Loss for the period attributable to equity shareholders of the Company (177,163,044 ) (7,855,358 ) Number of shares Weighted-average number of ordinary shares for the purpose of basic and diluted earnings per share 49,616,648 30,396,578 According to the Preferred Shares Subscription Agreement and the Convertible Note Subscription Agreement, all of the Prenetics HK’s preference shares and convertible securities will be converted into ordinary shares of PHCL upon the occurrence of an amalgamation of the Group with another company. As of June 30, 2022, 29,836,835 restricted share units underlying shares, 22,384,585 warrants underlying shares and 3,157,124 exchangeable notes underlying shares were excluded from the diluted number of ordinary shares calculation because their effect would have been anti-dilutive. As of June 30, 2021, 10,431,059 share options, 25,163,366 preference shares and 2,329,296 exchangeable notes were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. | 8 Loss per share The calculation of the basic and diluted loss per share attributable to the equity shareholders of the Company is based on the following data: Year ended December 31, 2021 2020 2019 Loss Earnings for the purposes of basic and diluted loss per share: Loss for the year attributable to equity shareholders of the Company (174,009,273 ) (1,939,689 ) (20,141,991 ) Number of shares Weighted-average number of ordinary shares for the purpose of basic and diluted loss per share 14,596,997 13,176,752 12,891,569 Note: According to the Preferred Shares Subscription Agreement and the Convertible Note Subscription Agreement, all of the Prenetics HK’s preference shares and convertible securities will be converted into ordinary shares of the Company upon the occurrence of an amalgamation of the Group with another company. As at December 31, 2021, 12,400,419 restricted share units and 776,432 exchangeable notes were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. As at December 31, 2020, 10,272,389 share options and 20,025,247 preference shares, 2,729,893 convertible securities and 1,164,648 exchangeable notes were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. As at December 31, 2019, 10,043,892 share options and 20,025,247 preference shares were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [abstract] | ||
Property, plant and equipment | 9 Property, plant and equipment During the six months ended June 30, 2022 and 2021, the Group acquired items of property, plant and equipment with a cost of $3,502,433 and $6,023,729, respectively. During the six months ended June 30, 2022, items of plant and machinery with a net book value of $6,374 (2021: $43,590) were disposed resulting in a loss on disposal of $6,374 (2021: $37). | 9 Property, plant and equipment Right-of- Leasehold Fixtures Office and Computer Motor Manufacturing Total Cost: At January 1, 2020 2,635,433 737,558 82,427 2,023,336 380,439 — — 5,859,193 Additions 949,810 493,127 15,756 1,975,977 203,177 174,865 — 3,812,712 Additions through acquisition of a subsidiary (note 18(d)) — — — 3,209 — — — 3,209 Disposals (170,012 ) (27,488 ) — (30,466 ) (1,006 ) — — (228,972 ) Exchange differences (14,162 ) 2,772 (150 ) 54,707 5,042 8,762 — 56,971 At December 31, 2020 and January 1, 2021 3,401,069 1,205,969 98,033 4,026,763 587,652 183,627 — 9,503,113 Additions 5,370,122 2,702,786 23,885 3,834,862 406,613 316,462 1,262,337 13,917,067 Additions through acquisition of a subsidiary — — 26,511 8,912 34,769 — — 70,192 Disposals (137,959 ) — — (702,458 ) (56,005 ) (40,411 ) — (936,833 ) Written off — — (102,101 ) (1,570,248 ) (524,370 ) (2,679 ) (99,656 ) (2,299,054 ) Exchange differences 199,969 (10,333 ) (6,354 ) (15,493 ) (9,116 ) (3,817 ) — 154,856 At December 31, 2021 8,833,201 3,898,422 39,974 5,582,338 439,543 453,182 1,162,681 20,409,341 Accumulated depreciation: At January 1, 2020 1,460,548 697,234 55,257 1,237,558 297,752 — — 3,748,349 Charge for the year 583,835 97,642 15,612 519,982 66,428 8,973 — 1,292,472 Written back on disposals (170,012 ) (25,306 ) — (20,112 ) (1,006 ) — — (216,436 ) Exchange differences (16,900 ) 3 (4 ) 426 1,521 364 — (14,590 ) At December 31, 2020 and January 1, 2021 1,857,471 769,573 70,865 1,737,854 364,695 9,337 — 4,809,795 Charge for the year 1,542,566 693,032 25,697 1,544,258 182,186 123,192 177,184 4,288,115 Written back on disposals (137,959 ) — — (39,020 ) (39,635 ) (6,735 ) — (223,349 ) Written off — — (84,050 ) (1,196,444 ) (360,256 ) (850 ) (7,944 ) (1,649,544 ) Exchange differences 256,698 (3,448 ) 5,414 (115,726 ) 5,494 (1,300 ) — 147,132 At December 31, 2021 3,518,776 1,459,157 17,926 1,930,922 152,484 123,644 169,240 7,372,149 Net book value: At December 31, 2021 5,314,425 2,439,265 22,048 3,651,416 287,059 329,538 993,441 13,037,192 At December 31, 2020 1,543,598 436,396 27,168 2,288,909 222,957 174,290 — 4,693,318 (a) Right-of-use assets The analysis of the net book value of right-of-use assets by class of underlying asset is as follows: December 31, Note 2021 2020 Properties leased for own use, carried at depreciated cost (i) 5,261,372 1,529,513 Office equipment, carried at depreciated cost (ii) 53,053 14,085 5,314,425 1,543,598 The analysis of expense items in relation to leases recognized in profit or loss is as follows: Year ended December 31, 2021 2020 Depreciation charge of right-of-use assets by class of underlying asset: – Properties leased for own use 1,535,333 575,787 – Office equipment 7,233 8,048 1,542,566 583,835 Interest on lease liabilities (note 6(a)) 205,915 49,400 Expense relating to short-term leases or leases of low-value 1,019,937 429,691 During the years ended December 31, 2021 and 2020, additions to right-of-use assets of $5,370,122 and $949,810, respectively, are mainly resulted from the capitalized lease payment payable under new tenancy agreements. Details of total cash outflow for leases and the maturity analysis of lease liabilities are set out in notes 18(c) and 24, respectively. (i) Properties leased for own use The Group has obtained the right to use some properties as its warehouses and offices through tenancy agreements. The leases typically run for an initial period of 2 to 10 years. Lease payments are usually increased every 2 years to reflect market rentals. Some leases include an option to renew the lease for an additional period after the end of the contract term. Where practicable, the Group seeks to include such extension options exercisable by the Group to provide operational flexibility. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. If the Group is not reasonably certain to exercise the extension options, the future lease payments during the extension periods are not included in the measurement of lease liabilities. The Group considered the potential exposure to these future lease payments to be insignificant. (ii) Office equipment The Group leases office equipment under a lease expiring in 5 years. The lease does not include an option to renew the lease or purchase the leased equipment at the end of the lease term at a price deemed to be a bargain purchase option. The lease does not include variable lease payments. |
Intangible assets
Intangible assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about intangible assets [abstract] | ||
Intangible assets | 10 Intangible assets During the six months ended June 30, 2022, the Group capitalized website and mobile application cost of $4,999, capitalized product development cost of $466,176 related to a new home-use $ . During the six months ended June 30, 2021, the Group capitalized product development cost of $ related to a new home-use diagnostic product. There were disposals during the six months ended June 30, 2022 and 2021. | 10 Intangible assets Website and Trademark and Products Total Cost: At January 1, 2020 1,073,510 7,238,370 — 8,311,880 Additions through acquisition of a subsidiary (note 32) — 17,619,789 — 17,619,789 Additions 59,287 445 137,427 197,159 Exchange differences 3,144 1,233,967 — 1,237,111 At December 31, 2020 and January 1, 2021 1,135,941 26,092,571 137,427 27,365,939 Additions 221,594 124,267 2,519,454 2,865,315 Exchange differences (6,482 ) (97,532 ) — (104,014 ) At December 31, 2021 1,351,053 26,119,306 2,656,881 30,127,240 Website and Trademark and Products Total Accumulated amortization: At January 1, 2020 776,289 1,265,314 — 2,041,603 Charge for the year 267,932 861,815 3,817 1,133,564 Exchange differences — 95,272 — 95,272 At December 31, 2020 and January 1, 2021 1,044,221 2,222,401 3,817 3,270,439 Charge for the year 65,365 2,503,477 489,685 3,058,527 Exchange differences (94 ) (27,914 ) — (28,008 ) At December 31, 2021 1,109,492 4,697,964 493,502 6,300,958 Net book value: At December 31, 2021 241,561 21,421,342 2,163,379 23,826,282 At December 31, 2020 91,720 23,870,170 133,610 24,095,500 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of reconciliation of changes in goodwill [abstract] | |
Goodwill | 11 Goodwill $ At January 1, 2020 3,854,199 Exchange differences 138,808 At December 31, 2020 and January 1, 2021 3,993,007 Exchange differences (14,942 ) At December 31, 2021 3,978,065 Impairment tests for cash-generating units containing goodwill The goodwill balance arose from the acquisition of Prenetics EMEA in 2018 representing the excess of the purchase consideration over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed. Prior to 2020, the Group provided only genetic testing services and therefore determined that the Group as a whole was one operating segment. For the purpose of impairment testing prior to 2020, goodwill was allocated to Prenetics EMEA which was considered to be the smallest group of assets that generated cash flows independently (i.e. cash generating unit, (“CGU”)) upon acquisition. During the year ended December 31, 2020, the Group launched COVID-19 testing services which was a new business incubated using the experience and knowledge of its workforce from operating the genetic testing business. This resulted in a change in the Group’s reporting structure and a change in the composition of the CGU to which the above goodwill was originally allocated. Further, as from 2020, the Group has identified two operating segments being (1) Prevention which covers the genetic testing services, and (2) Diagnostics which covers the COVID-19 testing services. Accordingly, the Group has reallocated the goodwill balance between Prevention EMEA and Diagnostic EMEA, being the two CGUs identified for the purpose of impairment testing at December 31, 2020. Below is the summary of the goodwill balance allocated to the Group’s CGUs: December 31, 2021 2020 Prevention EMEA within the Prevention segment 855,284 858,497 Diagnostics EMEA within the Diagnostics segment 3,122,781 3,134,510 3,978,065 3,993,007 The recoverable amounts of the CGU Prevention EMEA and CGU Diagnostics EMEA were determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a ten-year period. Cash flows beyond the ten-year period are extrapolated using the estimated average growth rates stated below. The key assumptions used in the estimation of the recoverable amounts of the two CGUs are set out below. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and are based on historical data from external and internal sources. December 31, 2021 2020 CGU Prevention EMEA Pre-tax discount rate 16.0 % 16.9 % Terminal value growth rate 3.0 % 3.0 % Average revenue growth rate 24.4 % 28.6 % CGU Diagnostics EMEA Pre-tax discount rate 13.7 % 16.9 % Terminal value growth rate 3.0 % 3.0 % Average revenue growth rate 18.4 % 20.1 % Pre-tax discount rate represents the current market assessment of the risks specific to the relevant CGU, regarding the time value of money and individual risks of the underlying assets which have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and derived from its weighted average cost of capital (“WACC”). The WACC is calculated based on the weighted value of the cost of equity which is derived from the expected return on investment by the Group’s investors, and the cost of debt which is derived from the market lending rate for peer companies. At December 31, 2021 and 2020, the recoverable amounts of the CGU Prevention and the CGU Diagnostics based on the estimated value-in-use calculations were higher than the carrying amounts of the respective CGUs. Accordingly, no provision for impairment loss for goodwill is considered necessary. Any reasonably possible changes in the key assumptions used in the value-in-use assessment model would not affect management’s view on impairment at December 31, 2020 and 2021. |
Investments in subsidiaries
Investments in subsidiaries | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of subsidiaries [abstract] | |
Investments in subsidiaries | 12 Investments in subsidiaries The following list contains only the particulars of subsidiaries which principally affected the results, assets or liabilities of the Group. The class of shares held is ordinary unless otherwise stated. Name of company Place of Particulars of Group’s Held Principal activity Prenetics Pte. Ltd. Singapore SGD10 100% 100% Provision of Prenetics EMEA Limited United Kingdom GBP76,765.81 100% 100% Genetic and Prenetics Innovation Labs Private Limited India INR500,000 100% 100% Provision of Oxsed Limited (note 32) United Kingdom GBP1 100% 100% Genetic and |
Interest in joint venture
Interest in joint venture | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of joint ventures [abstract] | |
Interest in joint venture | 13 Interest in a joint venture On February 1, 2019, the Group invested RMB29,250,000 (equivalent $4,236,765) in Beijing CircleDNA Gene Technology Co., Ltd (“Beijing CGT”) through a PRC company controlled via contractual agreements, which represented 45% of its registered capital. Beijing CGT, the only joint venture in which the Group participates, is an unlisted corporate entity whose quoted market price is not available. On November 26, 2021, the Group terminated its contractual agreements with Shenzhen Discover Health Technology Co. Ltd, the controlled entity that holds 45% interest in Beijing CGT. As a result, the Group has written off its investment in Shenzhen Discover Health Technology Co. Ltd which held Beijing CGT and recognized a loss of $292,132. December 31, 2021 2020 Share of net assets of a joint venture (note (a)) — 570,704 Less: Provision for impairment (note (b)) — (570,704 ) — — (a) Details of the Group’s interest in the joint venture as at December 31, 2020, which is accounted for using the equity method in the consolidated financial statements, are as follows: Name of joint venture Form of Place of Particulars Group’s Held Principal Beijing CircleDNA Gene Technology Co., Ltd* Incorporated Beijing, the PRC RMB65,000,000 44.07 % 45 % Genetic testing * English name for identification only Summarized financial information of Beijing CGT, adjusted for any differences in accounting policies, and a reconciliation to the carrying amount in the consolidated financial statements, are disclosed below: December 31, 2021 2020 Gross amounts of Beijing CGT Current assets — 1,544,034 Non-current assets — 52,962 Current liabilities — (328,765 ) Equity — 1,268,231 Included in the above assets and liabilities: Cash and cash equivalents — 1,164,683 Current financial liabilities (excluding trade and other payables and provisions) — 109,814 Year ended December 31, 2021** 2020 Revenue 191,094 608,086 Loss for the year (805,639 ) (2,518,491 ) Other comprehensive income 31,351 98,005 Total comprehensive income (774,288 ) (2,420,486 ) Included in the above loss: Depreciation and amortization 929 18,512 Interest income 1,885 5,983 Interest expense — (371 ) Reconciled to the Group’s interest in Beijing CGT Gross amounts of joint venture’s net assets — 1,268,231 Equity interest 0 % 45 % Group’s share of joint venture’s net assets — 570,704 Carrying amount of the Group’s interest — 570,704 ** The column shows Beijing CGT’s results for the period from January 1, 2021 to November 26, 2021. (b) As at December 31, 2020, the Group assessed the recoverable amount of its equity interest in Beijing CGT and based on such assessment, the carrying amount of the interest in joint venture was written down to its recoverable amount of nil, which was determined based on the value in use. Impairment loss of $570,704 was recognized in the consolidated statement of profit or loss and other comprehensive income under “other income and other net gain/(losses)” (see note 5). |
Other non-current assets
Other non-current assets | 12 Months Ended |
Dec. 31, 2021 | |
Miscellaneous non-current assets [abstract] | |
Other non-current assets | 14 Other non-current assets December 31, 2021 2020 Deposits and prepayments 693,548 193,582 The balances are classified as non-current assets as they are either expected to be (i) recovered or recognized as expense after one year, or (ii) capitalized as property, plant and equipment after the end of the reporting period. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Classes of current inventories [abstract] | |
Inventories | 15 Inventories Inventories in the consolidated statement of financial position comprise: December 31, 2021 2020 Consumables and reagent 4,404,959 3,870,493 Finished goods 2,424,267 627,084 6,829,226 4,497,577 The analysis of the amount of inventories recognized as an expense and included in consolidated profit or loss is as follows: December 31, 2021 2020 Carrying amount of inventories sold (note 6(c)) 52,701,330 10,412,753 All of the inventories are expected to be recovered within one year. |
Trade and other receivables
Trade and other receivables | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Trade and other receivables [abstract] | ||
Trade and other receivables | 11 Trade and other receivables and deferred expenses June 30, $ December 31, $ Current Trade receivables, net of loss allowance 42,634,854 47,041,538 Deferred expenses (note) 4,553,370 — Deposits 1,074,059 955,854 Prepayments 9,633,488 6,450,343 Other receivables 855,781 411,559 58,751,552 54,859,294 Non-current Deferred expenses (note) 8,538,212 — 67,289,764 54,859,294 All of the trade and other receivables are expected to be recovered or recognized as expense within one year. Trade receivables are due within 30 to 60 days from the date of billing. Note: Deferred expenses represent the payment to certain employees for retention purpose. The balances are amortized over the period as stated in the employment agreements and recognized as an expense when the Group consumes the benefit arising from the services provided by those employees in exchange for employee benefits. The amounts expected to be amortized within one year are recognized under current assets. | 16 Trade and other receivables December 31, 2021 2020 Trade receivables, net of loss allowance 47,041,538 22,990,727 Deposit 955,854 314,715 Prepayments 6,450,343 578,075 Other receivables 411,559 798,772 54,859,294 24,682,289 All of the trade and other receivables are expected to be recovered or recognized as expense within one year. Trade receivables are due within 30 to 60 days from the date of billing. Further details on the Group’s credit policy are set out in note 29(a). |
Amount due from a joint venture
Amount due from a joint venture | 12 Months Ended |
Dec. 31, 2021 | |
Amount due from a joint venture | |
Amount due from a joint venture | 17 Amount due from a joint venture At December 31, 2020, amount due from a joint venture was unsecured, interest-free and repayable on demand. The amount of expected credit loss was considered insignificant as at December 31, 2020. The amount is fully impaired in December 31, 2021. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents [abstract] | |
Cash and cash equivalents | 18 Cash and cash equivalents (a) Cash and cash equivalents comprise: December 31, 2021 $ 2020 $ Cash at bank 35,288,761 14,439,690 Cash on hand 191 50,190 Cash and cash equivalents 35,288,952 14,489,880 (b) Reconciliation of liabilities arising from financing activities: The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities. Lease At January 1, 2019 1,710,294 Changes from financing cash flows: Capital element of lease rentals paid (503,585 ) Interest element of lease rentals paid (64,107 ) Total changes from financing cash flows (567,692 ) Other changes: Increase in lease liabilities from entering into new leases 124,264 Interest expenses (note 6(a)) 64,107 Total other changes 188,371 At December 31, 2019 1,330,973 Lease Convertible Preference Amounts Total At January 1, 2020 1,330,973 — — 177,459 1,508,432 Changes from financing cash flows: Proceeds from issuance of convertible securities — 12,499,363 — — 12,499,363 Capital element of lease rentals paid (610,926 ) — — — (610,926 ) Interest element of lease rentals paid (49,400 ) — — — (49,400 ) Increase in amounts due to shareholders — — — 4,477 4,477 Total changes from financing cash flows (660,326 ) 12,499,363 — 4,477 11,843,514 Lease Convertible Preference Amounts Total Other changes: Increase in lease liabilities from entering into new leases 949,810 — — — 949,810 Interest expenses (note 6(a)) 49,400 — — — 49,400 Fair value loss on convertible securities (note 25) — 2,846,750 — — 2,846,750 Vesting of shares under the Restricted Share Scheme — — — (48,622 ) (48,622 ) Total other changes 999,210 2,846,750 — (48,622 ) 3,797,338 At December 31, 2020 1,669,857 15,346,113 — 133,314 17,149,284 Lease Convertible Preference Amounts Total At January 1, 2021 1,669,857 15,346,113 — 133,314 17,149,284 Changes from financing cash flows: Proceeds from issuance of convertible securities — 4,980,718 — — 4,980,718 Proceeds from issuance of preference shares liabilities — — 25,970,000 — 25,970,000 Capital element of lease rentals paid (1,299,031 ) — — — (1,299,031 ) Interest element of lease rentals paid (205,915 ) — — — (205,915 ) Decrease in amounts due to shareholders — — — (128,797 ) (128,797 ) Total changes from financing cash flows (1,504,946 ) 4,980,718 25,970,000 (128,797 ) 29,316,975 Lease Convertible Preference Amounts Total Other changes: Increase in lease liabilities from entering into new leases 4,896,384 — — — 4,896,384 Interest expenses (note 6(a)) 205,915 — — — 205,915 Fair value loss on convertible securities (note 25) — 29,054,669 — — 29,054,669 Fair value loss on preference shares liabilities (note 26) — — 125,398,798 — 125,398,798 Changes in the carrying amount of preference shares liabilities (note 26) — — 5,009,847 — 5,009,847 Reclassification of Series A, Series B and Series C preference shares from equity — — 279,832,806 — 279,832,806 Fair value recognized in other reserve due to amendment of terms (note 25) — 811,819 — — 811,819 Converted to Series D preference shares of the Company (note 25) — (50,193,319 ) 50,193,319 — — Vesting of shares under the Restricted Share Scheme — — — (4,517 ) (4,517 ) Total other changes 5,102,299 (20,326,831 ) 460,434,770 (4,517 ) 445,205,721 At December 31, 2021 5,267,210 — 486,404,770 — 491,671,980 (c) Total cash outflow for leases Amounts included in the consolidated statement of cash flows for leases comprise the following: Year ended December 31, 2021 2020 2019 Within operating cash flows (1,019,937 ) (429,691 ) (125,770 ) Within financing cash flows (1,504,946 ) (660,326 ) (567,592 ) (2,524,883 ) (1,090,017 ) (693,362 ) (d) Net cash outflow arising from the acquisition of a subsidiary As disclosed in note 32, on October 29, 2020, Prenetics HK and Prenetics EMEA Limited, a wholly-owned subsidiary of the Company, entered into the sale and purchase agreements to acquire 100% equity interest in Oxsed Limited (the “Acquisition”). $ Intangible assets (note 10) 17,619,789 Property, plant and equipment (note 9) 3,209 Trade receivables 8,031 Other receivables 227,082 Inventories 204,495 Cash and cash equivalents 347,761 Trade payables (968,089 ) Accrued expenses (68,478 ) Total identifiable net assets acquired 17,373,800 $ Satisfied by: Cash consideration 3,277,294 Issuance of exchange loan notes 12,870,723 Deferred consideration 1,225,783 17,373,800 Net cash outflow arising from the Acquisition: Cash consideration paid (3,277,294 ) Less: cash and cash equivalents acquired 347,761 (2,929,533 ) |
Financial assets at fair value
Financial assets at fair value through profit or loss | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Financial assets designated as measured at fair value through profit or loss [abstract] | ||
Financial assets at fair value through profit or loss | 21 Financial assets at fair value through profit or loss June 30, December 31, Financial assets measured at FVPL – Unlisted securities 26,746,657 9,906,000 Notes: (i) On May 3, 2022, the Group purchased 12,000,000 units of Class A shares of CMF Global Quantitative Multi-asset Segregated Portfolio Company, which is an exempted company incorporated in the Cayman Islands. On June 29, 2022, the Group further purchased 3,500,000 units. (ii) On May 31, 2022, the Group purchased 2,354 units of Class A shares of VCL Financing Fund SP, which is an exempted company incorporated in the Cayman Islands. Movement of the balance during the six months ended June 30, 2022 and during the year ended December 31, 2021 is as follow: June 30, December 31, At January 1 9,906,000 — Additions during the period 18,500,000 10,000,000 Change in fair value recognized in profit or loss (1,659,343 ) (94,000 ) At June 30 and December 31 26,746,657 9,906,000 | 19 Financial assets at fair value through profit or loss December 31, 2021 2020 Financial assets measured at FVPL — Unlisted securities (i) 9,906,000 — 9,906,000 — Note: (i) On September 14, 2021, the Group purchased 10,000 units of Class B shares of Heritage Global Investment SPC, which is an exempted company incorporated in the Cayman Islands. Movement of the balance during the year ended December 31, 2021 is as follow: 2021 2020 At January 1 — — Additions during the year 10,000,000 — Fair value loss on financial assets at fair value through profit or loss (94,000 ) — At December 31 9,906,000 — |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | 22 Reverse Recapitalization As disclosed in note 1, the Reverse Recapitalization has been accounted for with reference to the principles of reverse acquisitions with PHCL being the accounting acquirer and Artisan the accounting acquiree. Accordingly, except for the capital structure, this interim financial report has been presented as a continuation of the consolidated financial information of PHCL Group with: • the assets and liabilities of PHCL Group recognized and measured at their carrying amounts immediately prior to the Reverse Recapitalization; • the retained earnings and other equity balances of PHCL Group recognized at amounts immediately prior to the Reverse Recapitalization; and • the financial information for periods prior to the Reverse Recapitalization being that of PHCL Group. In addition, as Artisan, the accounting acquiree, does not meet the definition of a business for the purposes of IFRS 3, the Reverse Recapitalization included an equity-settled share-based payment being the issuance of certain of the Company’s Class A ordinary shares in exchange for a stock exchange listing service. The stock exchange listing service has been recorded in profit or loss and measured as the excess of fair value of the Company’s Class A ordinary shares issued to acquire Artisan over the fair value of Artisan’s identifiable net assets acquired, with the amount expensed as incurred: $ $ Fair value of Artisan’s identifiable net assets acquired comprising 23,599,605 Prepayments 538,315 Cash and cash equivalent 30,363,822 Accrued expenses (231,109 ) Warrants liabilities (note (i)) (6,186,423 ) Derivative liabilities (note (ii)) (885,000 ) Less: Fair value of consideration comprising: 14,523,244 Company’s Class A ordinary shares (113,146,206 ) Share-based payment on listing (89,546,601 ) Notes: (i) The warrants acquired include the warrants issued by Artisan to Artisan’s public investors and Artisan LLC, the sponsor. (ii) Prior to the initial public offering of Artisan, institution investors (“FPA Investors”) agreed to purchase an aggregate of 6,000,000 Class A ordinary shares of Artisan and 1,500,000 redeemable warrants of Artisan at a price of $10 per Class A ordinary share and 1 4 warrant The Reverse Recapitalization has also involved the following transactions: • The holders of Artisan’s warrants (including public investors and the sponsor) received one warrant of the Company for each Artisan’s warrant, resulting in the issuance of warrants of the Company (see note 16) • For additional capitalization, the Company issued Class A ordinary shares to PIPE Investors on May 18, 2022 (see note 17), pursuant to the original subscription agreements dated on September 15, 2021 which was subsequently amended in 2022. In the subscription agreements dated on September 15, 2021, PIPE Investors committed to purchase Class A ordinary shares of the Company at a price of $ 10 per share upon listing. The subscription agreements were amended on March 30, 2022 such that PIPE Investors committed to purchase a variable number of Class A ordinary shares of the Company at an aggregate price of $55,800,000 7,740,000 Class A ordinary shares of the Company to PIPE Investors. • professional services expenditure of $18,231,775 incurred to facilitate listing on NASDAQ d |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued expenses and other current liabilities | ||
Accrued expenses and other current liabilities | 12 Accrued expenses and other current liabilities June 30, December 31, Accrued staff costs 1,516,782 1,763,099 Accrued expenses 6,676,852 12,131,214 Accrued professional fee 660,400 11,877,996 Value added tax payable — 1,893,190 Deposit liabilities 769,187 2,690,842 Other payables and accruals 5,112,766 5,923,957 14,735,987 36,280,298 All of the accrued expenses and other current liabilities are expected to be settled within one year or repayable on demand. | 20 Accrued expenses and other current liabilities December 31, 2021 2020 Accrued staff costs 1,763,099 2,285,566 Accrued expenses 12,131,214 1,892,119 Accrued professional fee 11,877,996 373,441 Value added tax payable 1,893,190 1,819,578 Deposit liabilities 2,690,842 1,215,761 Other payables and accruals 5,923,957 1,343,030 36,280,298 8,929,495 All of the accrued expenses and other current liabilities are expected to be settled within one year or repayable on demand. |
Trade financing
Trade financing | 6 Months Ended |
Jun. 30, 2022 | |
Trade Financing [Abstract] | |
Trade financing | 13 Trade financing During the six months ended June 30, 2022, the Group has entered into certain bank facilities. At June 30, 2022, the banking facilities of the Group were secured by trade receivables with an aggregate carrying value of $3,694,140. Such banking facilities amounted to $14,500,000. The facilities were utilized to the extent of $3,694,140. The balance of the trade financing was interest bearing at Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.2% per annum or at United States Dollar reference rate (“USD Reference Rate”) plus 1.2% per annum and repayable within one year. The Group has entered into certain reverse factoring arrangements with banks, under which the Group obtained extended credit in respect of the invoice amounts owed to certain suppliers. Under these arrangements, the banks pay suppliers the amounts owed by the Group on the original due dates, and then the Group settles the banks between 120-180 days later than the original due dates with the suppliers, with interest at HIBOR plus 1% per annum or at USD Reference Rate plus 1% per annum.In the consolidated statement of financial position, the Group has presented payables to the banks under these arrangements as “trade financing”, having compared the nature and function of such liabilities with trade payables to suppliers. |
Deferred consideration
Deferred consideration | 12 Months Ended |
Dec. 31, 2021 | |
Deferred consideration | |
Deferred consideration | 21 Deferred consideration Deferred consideration refers to payable to seller on October 29, 2021 according to the share purchase agreement as mentioned in note 32, which was settled during the year ended December 31, 2021. |
Amounts due from or (to) shareh
Amounts due from or (to) shareholders | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of transactions between related parties [abstract] | |
Amounts due from/(to) shareholders | 22 Amounts due from/(to) shareholders As at December 31, 2020, the amount due from a shareholder of $106,179 was a current account with Mr. Avrom Boris Lasarow. The amount was interest-free, unsecured and repayable on demand and the expected credit loss at December 31, 2020 was considered insignificant. The entire amount due from Mr. Lasarow was written off in 2021. As at December 31, 2020, the amounts due to shareholders consisted of: (i) a loan from Eurogenetica Limited of $128,797. The loan is interest-free, unsecured and repayable in 2021. The amount was subsequently settled in 2021. (ii) amounts received from Mr. Yeung Danny Sheng Wu of $3,405 and Mr. Tzang Chi Hung Lawrence, of $1,112. The amount is interest-free, unsecured and repayable in 2021. The amount was subsequently settled in 2021. |
Contract liabilities
Contract liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Contract liabilities [abstract] | |
Contract liabilities | 23 Contract liabilities Contract liabilities represents non-refundable consideration received from customers before the Group recognizes the related revenue. Such consideration is recognized as contract liabilities until the performance obligation is fulfilled or the likelihood of having to fulfil the performance obligation is remote and it is highly probable that a significant reversal of revenue will not occur (see note 2(q)). December 31, 2021 2020 Contract liabilities 9,587,245 7,054,586 Movement in contract liabilities is as follows: $ Balance at January 1, 2020 5,569,004 Decrease in contract liabilities as a result of recognizing revenue (5,012,911 ) Increase in contract liabilities as a result of receiving sales deposit/non-refundable consideration from contract customer 6,498,493 Balance at December 31, 2020 and January 1, 2021 7,054,586 Decrease in contract liabilities as a result of recognizing revenue (3,204,988 ) Increase in contract liabilities as a result of receiving sales deposit/non-refundable consideration from contract customer 5,737,647 Balance at December 31, 2021 9,587,245 As at December 31, 2021 and 2020, except for the amount of $5,915,231 and $2,357,074, respectively, which is expected to be recognized as revenue within one year, the remaining amount will be recognized as revenue when the customers return the specimen samples, which may be after one year from the end of the reporting period. |
Lease liabilities
Lease liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Lease liabilities [abstract] | |
Lease liabilities | 24 Lease liabilities The following table shows the remaining contractual maturities of the Group’s lease liabilities at the end of the reporting periods: December 31, 2021 2020 Within 1 year 1,666,978 865,283 After 1 year but within 2 years 1,191,547 543,036 After 2 years but within 5 years 1,298,897 261,538 After 5 years 1,109,788 — 3,600,232 804,574 Total 5,267,210 1,669,857 |
Convertible securities
Convertible securities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible securities | ||
Convertible securities | 14 Convertible securities Prenetics HK, a wholly owned subsidiary of the Company, issued United States dollar denominated convertible securities in the aggregate principal value of $12,500,000 (“2020 Note”) and $5,000,000 (“2021 Note”) (collectively the “Notes”). 2020 Note was issued on June 26, 2020 with the maturity date on August 25, 2021 and 2021 Note was issued on February 8, 2021 with the maturity date on February 8, 2022. 2020 Note bears no interest except when: (a) it is redeemable under the following circumstances in such cases it would bear a coupon rate of 2% per annum: (1) when there is no merger entered into on or before December 31, 2020 and certain revenue target is not achieved; (2) a merger agreement is entered into but terminated by counterparty; (3) the noteholder’s failure to deliver merger conversion notice prior to the closing of the merger; or (4) the Company fails to issue Series D preference shares or procure all the shareholders to enter into the Amended and Restated Shareholders’ Agreement on or prior to the Maturity Date. (b) in the event that the Company fails to repay 2020 Note when due, interest shall continue to accrue on the unpaid amount at 8% per annum. 2021 Note bears no interest except when (a) it is redeemable under the circumstance that Prenetics HK fails to issue Series D preference shares or procure all the shareholders to enter into the Amended and Restated Shareholders’ Agreement on or prior to its maturity date, in such cases it would bear a coupon rate of 2% per annum; (b) in the event that Prenetics HK fails to repay 2021 Note when due, interest shall continue to accrue on the unpaid amount at 8% per annum. At the option of the noteholder, the Notes can be converted into ordinary shares of a new holding company which is to be formed under a merger if the merger is closed prior to the maturity dates. If no merger is closed prior to the maturity dates or if any event of default occurs prior to the closing of any merger, 2020 Note and 2021 Note will be converted respectively into the Series D preference shares of PHCL at $ 4.5789 per share and $6.6023 per share mandatorily on the maturity dates if the Notes are not redeemed. While the Notes contain a conversion feature which is an embedded derivative and should be separately accounted for, the conversion feature cannot be measured separately. As such, the Notes have been measured at fair value since inception. At the end of each reporting period, the fair value is remeasured with any gain or loss arising from the remeasurement being recognized immediately in profit or loss. During the year ended December 31, 2021, the Notes were converted into 2,729,893 Series D preferred shares of PHCL. Movement of the balance during the year ended December 31, 2021 are as follow: 2021 At January 1 15,346,113 Proceeds from issuance of convertible securities 4,980,718 Changes in fair value recognized in profit or loss 29,054,669 Changes in fair value recognized in other reserve due to amendment of terms 811,819 Converted to Series D preference shares of PHCL (50,193,319 ) — | 25 Convertible securities Prenetics HK, a wholly owned subsidiary of the Company, issued United States dollar denominated convertible securities in the aggregate principal value of $12,500,000 (“Note 1”) and $5,000,000 (“Note 2”) (collectively the “Notes”). Note 1 was issued on June 26, 2020 with the maturity date on August 25, 2021 and Note 2 was issued on February 8, 2021 with the maturity date on February 8, 2022. Note 1 bears no interest except when: (a) it is redeemable under the following circumstances in such cases it would bear a coupon rate of 2% per annum: (1) when there is no merger entered into on or before December 31, 2020 and certain revenue target is not achieved; (2) a merger agreement is entered into but terminated by counterparty; (3) the noteholder’s failure to deliver merger conversion notice prior to the closing of the merger; or (4) Prenetics HK fails to issue Series D preference shares or procure all the shareholders to enter into the Amended and Restated Shareholders’ Agreement on or prior to the Maturity Date. (b) in the event that Prenetics HK fails to repay Note 1 when due, interest shall continue to accrue on the unpaid amount at 8% per annum. Note 2 bears no interest except when (a) it is redeemable under the circumstance that Prenetics HK fails to issue Series D preference shares or procure all the shareholders to enter into the Amended and Restated Shareholders’ Agreement on or prior to its maturity date, in such cases it would bear a coupon rate of 2% per annum; (b) in the event that Prenetics HK fails to repay Note 2 when due, interest shall continue to accrue on the unpaid amount at 8% per annum. At the option of the noteholder, the Notes can be converted into ordinary shares of a new holding company which is to be formed under a merger if the merger is closed prior to the maturity dates. If no merger is closed prior to the maturity dates or if any event of default occurs prior to the closing of any merger, Note 1 and Note 2 will be converted respectively into Prenetics HK’s Series D preference shares at $4.5789 per share and $6.6023 per share mandatorily on the maturity dates if the Notes are not redeemed. While the Notes contain a conversion feature which is an embedded derivative and should be separately accounted for, the conversion feature cannot be measured separately. As such, the Notes have been measured at fair value since inception. At the end of each reporting period, the fair value is remeasured with any gain or loss arising from the remeasurement being recognized immediately in profit or loss. During the year ended December 31, 2021, the Notes were converted into 2,729,893 Series D preference shares of the Company as disclosed in notes 1 and 26 to consolidated financial statements. Movements of the balance during the years ended December 31, 2021 and 2020 are as follows: 2021 2020 At January 1 15,346,113 — Proceeds from issuance of convertible securities 4,980,718 12,499,363 Changes in fair value recognized in profit or loss 29,054,669 2,846,750 Changes in fair value recognized in other reserve due to amendment of terms 811,819 — Converted to Series D preference shares of the Company (note 26) (50,193,319 ) — At December 31 — 15,346,113 |
Preference shares liabilities
Preference shares liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of financial liabilities [abstract] | ||
Preference shares liabilities | 15 Preference shares liabilities Prenetics HK entered into a Share Exchange Agreement and Subscription Agreement with, amongst others, the existing shareholders of Prenetics HK and PHCL in May 2021. Under the agreement, 4,154,726 Series A preference shares, 5,338,405 Series B preference shares, 10,532,116 Series C preference shares were exchanged into PHCL’s preference shares at a conversion ratio of 1 to 1, and the contractual terms of the Notes were amended by inserting a new clause so that the Notes are exchangeable into PHCL’s Series D preference shares upon the completion of the Corporate Restructuring. The share exchange and issuance were completed on June 16, 2021. On the same date, PHCL issued 1,650,913 Series E preference shares. All series of the preference shares share the following features: • preference shareholders are entitled to the same voting power of the ordinary shares on an as if converted basis and are entitled to a right to vote as a separate class on the special corporate matters; • 8% non-cumulative • the preference shares can be redeemed at the option of the holders upon the occurrence of a Redemption Event, which is defined as the failure to secure an initial public offering or a liquidation event by June 16, 2026. Otherwise, the preference shares will be converted into the ordinary shares of the Company upon the closing of an initial public offering at a then-effective conversion ratio with a down-round protection feature; • the redemption amount will be based on i) the product of the original subscription price paid and the number of shares to be redeemed for Series A; and ii) the product of the original subscription price paid and the number of share to be redeemed, plus all declared or accrued but unpaid dividends, plus a simple interest of 10% per annum on the subscription price for Series B, Series C and Series D; and iii) the product of the original subscription price paid and the number of share to be redeemed, plus all declared or accrued but unpaid dividends, plus a simple interest of 12% per annum on the subscription price for Series E; and • upon liquidation, the holders shall be entitled to receive their investment amount prior to and in preference to Ordinary Shareholders and Following the share exchange, all series of the preference shares have been reclassified or classified as financial liability under IAS 32, Financial Instruments: Presentation fixed-for-fixed non-derivative As a result of the aforementioned share exchange, the difference between the carrying amount of Series A, Series B and Series C preference shares and their fair value of the preferred shares liability on the exchange date is recognized in other reserve. For Series D preference shares, there was no difference between the fair value of the convertible securities and the fair value of the liability on the exchange date. For Series E preference shares, they were recorded at fair value on the date of issuance. The movements of preference shares during the six months ended June 30, 2022 and the year ended December 31, 2021 are as follows: Present value Conversion Total At January 1, 2021 — — — Reclassification of Series A, Series B and Series C preference shares from equity 25,433,864 254,398,942 279,832,806 Conversion of convertible securities to Series D preference shares (note 14) 11,974,503 38,218,816 50,193,319 Issuance of Series E preference shares 18,954,939 7,015,061 25,970,000 Changes in the carrying amount of preference shares liabilities 5,009,847 — 5,009,847 Changes in fair value recognized in profit or loss — 125,398,798 125,398,798 At December 31, 2021 and January 1, 2022 61,373,153 425,031,617 486,404,770 Changes in the carrying amount of preference shares liabilities 3,752,758 — 3,752,758 Changes in fair value recognized in profit or loss — 60,091,353 60,091,353 Reclassification to share capital and share premium upon listing (65,125,911 ) (485,122,970 ) (550,248,881 ) At June 30, 2022 — — — | 26 Preference shares liabilities As part of the corporate restructuring as described in note 1, Prenetics HK entered into a Share Exchange Agreement and Subscription Agreement with, amongst others, the existing shareholders of Prenetics HK and the Company in May 2021. Under the agreement, 4,154,726 Series A preference shares, 5,338,405 Series B preference shares, 10,532,116 Series C preference shares were exchanged into the Company’s preference shares at a conversion ratio of 1 to 1, and the contractual terms of the Notes were amended by inserting a new clause so that the Notes are exchangeable into Company’s Series D preference shares upon the completion of the corporate restructuring. The exchange was completed on June 16, 2021. On the same date, the Company issued 1,650,913 Series E preference shares. All series of the preference shares share the following features: • preference shareholders are entitled to the same voting power of the ordinary shares on an as if converted basis and are entitled to a right to vote as a separate class on the special corporate matters; • 8% non-cumulative dividend per annum with distribution priority over the Ordinary Shareholders. Among the preference shareholders, shareholders of Series C have priority over those of Series B and A, and Series B have priority over Series A; • the preference shares can be redeemed at the option of the holders upon the occurrence of a Redemption Event, which is defined as the failure to secure an initial public offering or a liquidation event by June 16, 2026. Otherwise, the preference shares will be converted into the ordinary shares of the Company upon the closing of an initial public offering at a then-effective conversion ratio with a down-round protection feature; • the redemption amount will be based on i) the product of the original subscription price paid and the number of shares to be redeemed for Series A; and ii) the product of the original subscription price paid and the number of share to be redeemed, plus all declared or accrued but unpaid dividends, plus a simple interest of 10% per annum on the subscription price for Series B, Series C and Series D; and iii) the product of the original subscription price paid and the number of share to be redeemed, plus all declared or accrued but unpaid dividends, plus a simple interest of 12% per annum on the subscription price for Series E; and • upon liquidation, the holders shall be entitled to receive their investment amount prior to and in preference to Ordinary Shareholders and in the following order of priority from the highest to the lowest: Series E, Series D, Series C, Series B and Series A. Following the share exchange, all series of the preference shares have been reclassified or classified as financial liability under IAS 32, Financial Instruments: Presentation As a result of the aforementioned share exchange, the difference between the carrying amount of Series A, Series B and Series C preference shares and their fair value of the preferred shares liability on the exchange date is recognized in other reserve. For Series D preference shares, there was no difference between the fair value of the convertible securities and the fair value of the liability on the exchange date. For Series E preference shares, they were recorded at fair value on the date of issuance. The movements of preference shares during the year ended December 31, 2021 are as follows: Present Conversion Total At January 1, 2020, December 31, 2020 and January 1, 2021 — — — Reclassification of Series A, Series B and Series C preference shares from equity 25,433,864 254,398,942 279,832,806 Conversion of convertible securities to Series D preference shares (note 25) 11,974,503 38,218,816 50,193,319 Issuance of Series E preference shares 18,954,939 7,015,061 25,970,000 Changes in the carrying amount of preference shares liabilities (note 6(a)) 5,009,847 — 5,009,847 Changes in fair value recognized in profit or loss — 125,398,798 125,398,798 At December 31, 2021 61,373,153 425,031,617 486,404,770 |
Warrant liabilities
Warrant liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Warrant Liabilities [Abstract] | |
Warrant liabilities | 16 Warrant liabilities The Reverse Recapitalization has included the issuance of 17,352,363 warrants. Warrants entitle the holder to purchase 22,384,585 Class A ordinary share of the Company at an exercise price of per 1.29 share. The warrants are exercisable from The warrants are listed on NASDAQ under the trading symbol “PRENW”. The warrants are measured based on the binominal option pricing model. Movement of the balance during the six months ended June 30, 2022 is as follow: 2022 At January 1 — Assumption of warrant upon the Reverse Recapitalization 6,186,423 Issuance of warrant during the period 585,000 Change in fair value recognized in profit or loss 1,539,577 At June 30 8,311,000 |
Share capital
Share capital | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Miscellaneous equity [abstract] | ||
Share capital | 17 Share capital As described in Note 1, the Reverse Recapitalization has resulted in PHCL becoming a wholly owned subsidiary of the Company on May 18, 2022, effectuated by the holders of PHCL ordinary shares exchanging each of their shares for Class A or Class B ordinary shares of the Company (collectively “Prenetics Ordinary Shares”) as described below: (a) Movement in ordinary shares of PHCL Authorized and issued share capital June 30, 2022 December 31, 2021 Note No. of shares $ No. of shares $ Authorized ordinary shares of $1 / $0.0001 each (ii) 50,000 50,000 500,000,000 50,000 Ordinary shares, issued and fully paid: As of the beginning of the period/year 14,932,033 1,493 14,543,817 15,348,379 Reclassification to share premium arising from the restructuring (ii) — — — (15,348,379 ) Shares issued (iii) 1 1 388,216 39 Exchange for Prenetics Ordinary Shares as part of Reverse Recapitalization (vii) (14,932,033 ) (1,493 ) — — At the end of the period/year (v) 1 1 14,932,033 1,493 Series A preference shares, issued and fully paid: As of the beginning of the period/year — — 4,154,726 2,296,598 Reclassification to preference shares liabilities (iii) — — (4,154,726 ) (2,296,598 ) At the end of the period/year — — — — Series B preference shares, issued and fully paid: As of the beginning of the period/year — — 5,338,405 5,554,173 Reclassification to preference shares liabilities (iii) — — (5,338,405 ) (5,554,173 ) At the end of the period/year — — — — Series C preference shares, issued and fully paid: As of the beginning of the period/year — — 10,532,116 30,040,000 Reclassification to preference shares liabilities (iii) — — (10,532,116 ) (30,040,000 ) At the end of the period/year — — — — Total share capital 1 1,493 Notes: (i) The Ordinary Shareholders are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of PHCL. All ordinary shares rank equally with regard to the Group’s residual assets. (ii) At December 31, 2021, the authorized share capital of PHCL is $50,000 divided into 500,000,000 shares with a par value of $0.0001 each. As specified in the written plan of merger approved by special resolution of the shareholders of PHCL at an extraordinary general meeting of the shareholders of PHCL on May 6, 2022, the authorized share capital of PHCL was redesignated to $50,000 divided into 50,000 ordinary shares of a par value of $1 each. Prior to the restructuring, the share capital of Prenetics HK represent the full consideration amount as in accordance with section 135 of the Hong Kong Companies Ordinance, the ordinary shares of the PHCL do not have a par value. Upon the restructuring, the consolidated financial statements of PHCL is presented as a continuation of the consolidated financial statements of Prenetics HK except for the capital structure, where the share capital would reflect the par value with the excess recorded as share premium. (iii) On November 11, 2021, 388,216 ordinary shares valued at $1,778,029 were issued upon the conversion of the exchange loan notes by the then-shareholders of Oxsed Limited. On May 18, 2022, 1 ordinary share valued at $1 was issued upon the closing of the Acquisition Merger. (iv) On June 16, 2021, Series A preference shares, Series B preference shares and Series C preference shares of Prenetics HK were reclassified to the preference shares of PHCL, which are classified as liabilities as a result of the corporate restructuring. (v) At December 31, 2021, the entire amount standing to the reclassification to share premium at $17,126,369 due to the Group’s restructuring. (vi) At December 31, 2021, 1,543 ordinary shares have not been issued to one of the shareholders until certain statutory procedures were completed in March 2022. (vii) On May 18, 2022, the ordinary shares of PHCL were canceled in exchange for the right to receive Class A or Class B ordinary shares of the Company equal to the exchange ratio of 2.03 for each ordinary share of PHCL. (b) Movement in ordinary shares of the Company Authorized and issued share capital June 30, 2022 Note No. of shares $ Authorized Class A ordinary shares of $0.0001 each (i) 450,000,000 45,000 Authorized Class B ordinary shares of $0.0001 each (i) 50,000,000 5,000 500,000,000 50,000 Class A ordinary shares, issued and fully paid: As of the beginning of the period — — Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization 17(a)(vii) 101,265,915 10,127 At the end of the period (ii) 101,265,915 10,127 Class B ordinary shares, issued and fully paid: As of the beginning of the period — — Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization 17(a)(vii) 9,713,864 971 At the end of the period (iii) 9,713,864 971 Total share capital 11,098 Notes: (i) The authorized share capital of the Company is $50,000 divided into 500,000,000 shares with a par value of $0.0001 each, of which (i) 450,000,000 shall be designated as Class A Ordinary Shares; (ii) 50,000,000 shall be designated as convertible Class B Ordinary Shares. The share capital would reflect the par value with the excess recorded as share premium. (ii) Class A ordinary shareholders are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Group’s residual assets. (iii) Class B ordinary shareholders are entitled to receive dividends as declared from time to time and are entitled to twenty vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Group’s residual assets. | 27 Capital and reserves (a) Issued share capital 2021 2020 Note No. of shares $ No. of shares $ Authorized ordinary shares of $0.0001 each (ii ) 500,000,000 50,000 — — Ordinary shares of $0.0001 each/ ordinary shares, issued and fully paid: At the beginning of the year 14,543,817 15,349,833 12,891,569 7,800,575 Reclassification to share premium arising from the restructuring (ii ) — (15,348,379 ) — — Shares issued (iii ) 388,216 39 1,652,248 7,549,258 At the end of the year (v ) 14,932,033 1,493 14,543,817 15,349,833 Series A preference shares, issued and fully paid: At the beginning of the year 4,154,726 2,296,598 4,154,726 2,296,598 Reclassification to preference shares liabilities (iii ) (4,154,726 ) (2,296,598 ) — — At the end of the year — — 4,154,726 2,296,598 Series B preference shares, issued and fully paid: At the beginning of the year 5,338,405 5,554,173 5,338,405 5,554,173 Reclassification to preference shares liabilities (iii ) (5,338,405 ) (5,554,173 ) — — At the end of the year — — 5,338,405 5,554,173 Series C preference shares, issued and fully paid: At the beginning of the year 10,532,116 30,040,000 10,532,116 30,040,000 Reclassification to preference shares liabilities (iii ) (10,532,116 ) (30,040,000 ) — — At the end of the year — — 10,532,116 30,040,000 Total share capital 1,493 53,240,604 Notes: (i) The holders of ordinary shares (the “Ordinary Shareholders”) are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Group’s residual assets. (ii) The authorized share capital of the Company is $50,000 divided into 500,000,000 shares with a par value of $0.0001 each. Prior to the restructuring, the share capital of Prenetics HK represent the full consideration amount as in accordance with section 135 of the Hong Kong Companies Ordinance, the ordinary shares of the Company do not have a par value. Upon the restructuring, the Company’s consolidated financial statements is presented as a continuation of the consolidated financial statements of Prenetics HK except for the capital structure, where the share capital would reflect the par value with the excess recorded as share premium. (iii) On October 29, 2020, 1,652,248 ordinary shares valued at $7,549,258 (equivalent to HKD58,884,214) were issued upon the conversion of the exchange loan notes by the then-shareholders of Oxsed Limited. On November 11, 2021, 388,216 ordinary shares valued at $1,778,029 were issued upon the conversion of the exchange loan notes by the then-shareholders of Oxsed Limited. (iv) On June 16, 2021, Series A preference shares, Series B preference shares and Series C preference shares of Prenetics HK were reclassified to the Company’s preference shares, which are classified as liabilities as a results of the corporate restructuring as disclosed in note 26. (v) As at December 31, 2021, the entire amount standing to the reclassification to share premium at $17,126,369 due to the Group’s restructuring. (vi) As at December 31, 2021, 1,543 ordinary shares have not been issued to one of the shareholders until certain statutory procedures were completed in March 2022. (b) Nature and purpose of reserves (i) Capital reserve The capital reserve represents restricted shares granted to shareholders but are subjected to certain restrictions and portion of the grant date fair value of unexercised share options granted to employees of the Company that has been recognized in accordance with the accounting policy adopted for share-based payments in note 2(n)(ii). (ii) Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. The reserve is dealt with in accordance with the accounting policies set out in note 2(r). (iii) Other reserve In connection with the Acquisition (see note 32), the then shareholders of Oxsed exchanged GBP5,865,450 (equivalent to $7,549,258) into 1,652,248 ordinary shares. As at December 31, 2020, the remaining balance of the unconverted portion of the exchange loan notes was GBP4,134,550 (equivalent to $5,321,465), recognized as equity instrument in note 2(v)(i) in accordance with the accounting policy adopted for convertible securities. (iv) Share premium Under the Companies Law of the Cayman Islands, the funds in the share premium account of the Company are distributable to the shareholders of the Company provided that immediately following the date on which the dividend is proposed to be distributed, the Company will be in a position to pay off its debts as they fall due in the ordinary course of business. (c) Capital management The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and to support the Group’s stability and growth, by pricing products and services commensurately with the level of risk. The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholders return, taking into consideration the future of the Company and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group made no changes to its capital management objectives, policies or processes during the years ended December 31, 2021 and 2020. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. |
Equity settled share-based tran
Equity settled share-based transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | ||
Equity settled share-based transactions | 18 Equity settled share-based transactions As part of the Corporate Restructuring, the share option schemes and restricted share scheme of Prenetics HK were terminated on June 16, 2021, and were rolled up to a new ESOP scheme of PHCL (the “PHCL 2021 Plan”). Following the consummation of the Reverse Recapitalization, no further awards will be granted under the PHCL 2021 Plan. In addition, in connection with the Reverse Recapitalization, all restricted shares units (“RSU”) with respect to PHCL ordinary shares that were outstanding under the PHCL 2021 Plan at the time of consummation of the Reverse Recapitalization have been replaced by Prenetics 2022 Share Incentive Plan (the “Prenetics 2022 Plan”). There was no incremental fair value in addition to the grant-date fair value of the cancelled RSU as a result of the replacement of PHCL 2021 Plan with Preneties 2022 Plan. (a) PHCL 2021 Plan Under the PHCL 2021 Plan, PHCL granted 3,933,063 RSU to certain employees, directors and third parties on June 16, 2021. The RSU granted were ordinary shares with a subscription price of $0.01 per share. These RSU are subject to the following restrictions: • Vesting conditions: 33.33% of the shares vest on the first anniversary from the date of grant, followed by 2.77% monthly over the next twenty three-month period and 2.96% monthly from the third anniversary; • In addition to the stated vesting conditions above, the restricted shares are subject to certain claw-back provisions and transfer restrictions with reference to the length of the period till the earliest of (i) September 1, 2021; (ii) the first anniversary after the completion of an initial public offering and (iii) the occurrence of a liquidation event. A liquidation event has been defined in the share agreement as a trade sale of more than 50% of Prenetics HK’s shares, a merger/consolidation or similar business combination of Prenetics HK which results in change in control, or a sale of a majority part or substantially all of Prenetics HK’s assets. These claw-back provisions and transfer restrictions result in implicit vesting conditions in addition to those mentioned above. The fair value of services received in return for the RSU granted is measured by reference to the fair value of share options granted. The estimate of the fair value of the share options granted is measured based on Black-Scholes Model. The contractual life of the share option is used as an input into this model. For the six months ended Fair value of RSU and key assumptions Fair value at measurement date $ 13.89 Share price $ 13.89 Exercise price $ 0.01 Expected volatility 41.03 % Expected option life 1 year Expected dividends 0 % Risk-free interest rate 1 % Likelihood of achieving a redemption event 5 % Likelihood of achieving a liquidity event 5 % The aggregate fair value of the RSU granted to the selected employees, directors and third parties on the dates of grants was $54,645,584 ($13.89 per share). The Company recognized employee share-based compensation benefits according to the restriction conditions. During the period ended June 30, 2022, equity-settled share-based payment expenses of $18,395,861 (2021: $3,537,228) was recognized in profit or loss, respectively. The remaining balance to be recognized in profit or loss over the remaining vesting period. (b) Prenetics 2022 Plan Under the Prenetics 2022 Plan, the Company granted 144,522 RSU and 2,446,557 RSU to certain employees, directors and third parties on May 18, 2022 and June 30, 2022, respectively. The RSU granted were measured at the closing price per ordinary share less subscription price per ordinary share on grant date. The RSU outstanding at June 30, 2022 had an exercise price of $0.01 per ordinary share, and a range of vesting period up to 3 years. The aggregate fair value of the RSU granted to the selected employees on the dates of grants was $10,988,238. The Company recognized employee share-based compensation benefits according to the restriction conditions. During the period ended June 30, 2022, equity-settled share-based payment expenses of $3,948,220 (2021: $nil) was recognized in profit or loss, respectively. The remaining balance to be recognized in profit or loss over the remaining vesting period. | 28 Equity settled share-based transactions As of December 31, 2020, Prenetics HK has two share option schemes which were approved in 2014 and 2016 (collectively as “the Option Schemes”) and one restricted share scheme which was approved in 2017 (“the Restricted Share Scheme”), respectively whereby the directors of Prenetics HK are authorized, at their discretion, to invite employees of Prenetics HK, including directors, and third party personnel, to take up options to subscribe for ordinary shares of Prenetics HK. As part of a corporate restructuring, the Option Schemes and the Restricted Share Scheme were terminated on June 16, 2021. The schemes were rolled up to a new Prenetics 2021 Plan of the Company (the “2021 Share Incentive Plan”), which is approved to issue up to 4,052,627 new shares of the Company. (a) Share options For options granted under the Option Schemes, the exercise price was $0.01 per ordinary share with 33.33% vesting on the first anniversary, followed by 2.77% monthly over a twenty three month period and 2.96% on the third anniversary. Options granted under the Option Schemes are exercisable within 7 years from the date of grant or longer if extended by the Board upon vesting and the occurrence of a liquidity event as defined in the option agreements. (i) Details of the share options outstanding as at December 31, 2020 are as follows: Number of Share options granted to directors 8,631,256 Share options granted to employees 1,311,394 Share options granted to third parties (note) 814,746 10,757,396 Note: During the year ended December 31, 2020, the options granted to third parties include 86,128 options granted to a person in relation to his consultancy services provided to the Group. All the options will be vested one year after the grant date on June 30, 2020 and were approved by the board of directors. (ii) The number and weighted average exercise prices of share options are as follows: 2021 2020 Weighted average Number of Weighted average Number of Outstanding at the beginning of the year 0.01 10,757,396 0.01 10,527,131 Forfeited during the year 0.01 (6,176 ) 0.01 (18,708 ) Cancelled during the year — — — (12,304 ) Rolled up to restricted share units (10,751,220 ) — Granted during the year — — 0.01 261,277 Outstanding at the end of the year — — 0.01 10,757,396 Exercisable at the end of the year — — 0.01 10,366,802 The options outstanding at December 31, 2020 had a weighted average exercise price of $0.01 per ordinary share, and a weighted average remaining contractual life of 4.7 years. (iii) Fair value of share options and assumptions The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted. The estimate of the fair value of the share options granted is measured based on Black-Scholes Model. The contractual life of the share option is used as an input into this model. 2020 Fair value of share options and key assumptions Fair value at measurement date $4.11 – $5.49 Share price $4.12 – $5.50 Exercise price $0.01 Expected volatility 51.97% – 88.74% Expected option life 1.5 years – 2 years Expected dividends 0% Risk-free interest rate (based on 5-year HKSAR government bonds) 0.090% – 0.805% Likelihood of achieving a redemption event — Likelihood of achieving a liquidity event 70% The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility based on publicly available information. Expected dividends are based on historical dividends. Changes in the subjective input assumptions could materially affect the fair value estimate. Share options were granted under a service condition. This condition has not been taken into account in the grant date fair value measurement of the services received. There were no market conditions associated with the share option grants. During the years ended December 31, 2021 and 2020, the Company recognized $532,752 and $704,358 equity-settled share-based payment expenses, respectively. (b) Restricted Share Scheme Under the Restricted Share Scheme, Prenetics HK granted 5,313,900 restricted shares to certain employees on August 1, 2017. Purposes and objectives of the Restricted Share Scheme are to recognize and motivate the contribution of employees and to incentivize them to further the operation and enhancing the value of Prenetics HK and its shares for the benefit of Prenetics HK and its shareholders as a whole. The restricted shares granted were ordinary shares with a subscription price of $0.01 per share. These restricted shares are subject to the following restrictions: • Vesting conditions: 33.33% of the shares vest on the first anniversary from the date of grant, followed by 2.77% monthly over the next twenty three-month period and 2.96% monthly from the third anniversary; • In addition to the stated vesting conditions above, the restricted shares are subject to certain claw-back provisions and transfer restrictions with reference to the length of the period till the earliest of (i) September 1, 2021; (ii) the first anniversary after the completion of an initial public offering and (iii) the occurrence of a liquidation event. A liquidation event has been defined in the share agreement as a trade sale of more than 50% of Prenetics HK’s shares, a merger/consolidation or similar business combination of Prenetics HK which results in change in control, or a sale of a majority part or substantially all of Prenetics HK’s assets. These claw-back provisions and transfer restrictions result in implicit vesting conditions in addition to those mentioned above. The movement of restricted shares granted based on the restrictions and vesting conditions above during the years ended December 31, 2021 and 2020 is as follow: 2021 2020 Unvested restricted shares subject to claw-back, at January 1 451,682 5,313,900 Vested and not subject to claw-back during the year (451,682 ) (4,862,218 ) Unvested restricted shares subject to claw-back, at December 31 — 451,682 The aggregate fair value of the restricted shares granted to the selected employees on the dates of grants was $5,799,625 ($1.091 per share). The Company recognized employee share-based compensation benefits according to the restriction conditions. During the years ended December 31, 2021 and 2020, equity-settled share-based payment expenses in respect of the Restricted Shares Scheme of $15,534 and $913,111 were recognized in profit or loss, respectively. (c) 2021 Share Incentive Plan Details of the restricted share units outstanding as at December 31, 2021 are as follows: Number of instruments Restricted share units granted to directors 11,900,009 Restricted share units granted to employees 2,033,151 Restricted share units granted to third parties 815,057 14,748,217 Under the 2021 Share Incentive Plan, the Company granted 3,933,063 restricted share units in June 2021 and 63,934 restricted share units in December 2021 to certain directors, employees and third parties, respectively. The fair value of services received in return for the restricted share units granted is measured by reference to the fair value of share options granted. The estimate of the fair value of the share options granted is measured based on Black-Scholes Model. The contractual life of the share option is used as an input into this model. 2021 Fair value of restricted share units and key assumptions Fair value at measurement date $13.89 – $18.91 Share price $13.89 – $18.91 Exercise price $0.01 Expected volatility 41.03% – 44.26% Expected option life 1 year Expected dividends 0% Risk-free interest rate (based on 5-year HKSAR government bonds) 1% – 1.13% Likelihood of achieving a redemption event 5% Likelihood of achieving a liquidity event 5% The number and weighted average exercise prices of the restricted share units are as follows: 2021 2020 Weighted average Number of Weighted average Number of Outstanding at the beginning of the year 0.01 — — — Rolled up from options 0.01 10,751,220 — — Granted during the year 0.01 3,996,997 — — Outstanding at the end of the year 0.01 14,748,217 — — Exercisable at the end of the year 0.01 — — — The restricted share units outstanding at December 31, 2021 had a weighted average exercise price of $0.01 per ordinary share, and a weighted average remaining contractual life of 4.7 years. The aggregate fair value of the restricted shares united granted to the selected employees on the dates of grants on June 30, 2021 and December 31, 2021 was $54,645,652 ($13.89 per share) and $1,209,111 ($18.91 per share) respectively. The Company recognized employee share-based compensation benefits according to the restriction conditions. During the year ended December 31, 2021, equity-settled share-based payment expenses in respect of the 2021 Share Incentive Plan of $21,946,632 were recognized in profit or loss. |
Fair values of financial instru
Fair values of financial instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Financial risk management and fair values of financial instruments | ||
Fair values of financial instruments | 19 Fair values of financial instruments (a) Financial liabilities measured at fair value (i) Fair value hierarchy The following table presents the fair value of the Group’s financial instruments which are measured at fair value at the end of the reporting period on a recurring basis, categorized into the three-level fair value hierarchy as defined in IFRS 13, Fair value measurement – Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date – Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available – Level 3 valuations: Fair value measured using significant unobservable inputs Fair value measurements at Fair value at $ Level 1 Level 2 Level 3 $ Recurring fair value measurements Asset: Financial assets at fair value through profit or loss: – Unlisted securities 26,746,657 — — 26,746,657 Liability: Warrant liabilities 8,311,000 — — 8,311,000 Fair value measurements at Fair value at Level 1 Level 2 Level 3 Recurring fair value measurements Asset: Financial assets at fair value through profit or loss: – Unlisted securities 9,906,000 — — 9,906,000 Liability: Preference shares liabilities – conversion feature 425,031,617 — — 425,031,617 During the six months ended June 30, 2022 and 2021, there were no transfers between Level 1 and Level 2, or transfers into or out of Level 3. The Group’s (ii) Information about Level 3 fair value measurements Type Valuation technique Significant unobservable Inter-relationship between Financial assets at fair value through profit or loss Adjusted net asset value Underlying assets’ value The estimated fair value would increase if the underlying assets’ value is higher Preference shares liabilities – conversion feature Discounted cash flow and equity allocation method: the conversion feature is measured by deducting the present value of the expected redemption amount from the fair value of the preferred shares. The fair value of the preference shares is determined by applying the equity allocation method to the total equity value of the Group estimated based on the net present value of future cash flows. Risk-adjusted discount rate adopted in the discounted cashflow method for the valuation of equity interest: 15.90% Discount for lack of marketability: 12% Expected volatility adopted in the equity allocation method: 41.03% The estimated fair value would increase (decrease) if: • the risk-adjusted discount rate was lower (higher); • the discount for lack of marketability was lower (higher); or • the expected volatility was higher (lower) Warrant liabilities Binominal option pricing model Risk free rate: 3.10% Expected volatility: 33.38% The estimated fair value would increase (decrease) if: • risk free rate was higher (lower) • the expected volatility was higher (lower) The following table indicates instantaneous changes in the Group’s loss if there is an increase/decrease in the significant unobservable inputs used in the valuation of warrant liabilities, assuming all other variables remain constant. June 30, 2022 Significant unobservable inputs Increase/ (decrease) in inputs % Increase/ (decrease) on the Group’s loss $ Risk free rate 5 100 (5 ) (99 ) Expected volatility 5 852 (5 ) (849 ) The following table indicates instantaneous changes in the Group’s loss if there is an increase/decrease in the significant unobservable inputs used in the valuation of December 31, 2021 Significant unobservable inputs Increase/ (decrease) in inputs Increase/ (decrease) on loss Risk-adjusted discount rate 5 (48,370,219 ) (5 ) 55,767,113 Discount for lack of marketability 5 (1,795,038 ) (5 ) 1,795,061 Expected volatility 5 84,785 (5 ) (89,520 ) The movement of conversion feature of the preference liabilities (ii) Financial assets and liabilities carried at other than fair value The carrying amounts of the Group’s financial assets and liabilities carried at amortized cost are not materially different from their fair values as of June 30, 2022 and December 31, 2021. | 29 Financial risk management and fair values of financial instruments Exposure to credit, liquidity and currency risks arises in the normal course of the Group’s business. The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage these risks are described below. (a) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s credit risk is primarily attributable to trade receivables and cash and cash equivalents. The Group’s credit risk arising from cash and cash equivalents is limited because the counterparties are banks and financial institutions with good credit rating for which the Group considers to have low credit risk. Trade receivables The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. At December 31, 2021 and 2020, 46% and 20% of the total trade receivables were due from the Group’s largest customer, and 69% and 77% of the total trade receivables were due from the Group’s five largest customers, respectively. Individual credit evaluations are performed on all customers requiring credit over a certain amount. These take into account the customer’s past payment history, financial position and other factors. Trade receivables are due within 30 to 60 days from the billing date. Normally, the Group does not obtain collateral from customers. The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs. The Group allocates each individual customer to a credit risk grade based on a variety of data that is determined to be predictive of the risk of default and applying experienced credit judgement. Credit risk grades are defined using qualitative and quantitative factors that are indicative of risk of default. These factors vary depending on the nature of the exposure and the type of customer. Each individual customer is allocated to a credit risk grade on initial recognition based on available information about the customer. Exposures are subject to ongoing monitoring, which may result in an exposure being moved to a different credit risk grade. The Group then calculates an expected loss rate for each credit risk grade with reference to the weighted- average loss rate for each external credit rating published by external rating agencies. These rates are adjusted to reflect differences between economic conditions during the period over which the historic data has been collected, current conditions and the Group’s view of economic conditions over the expected lives of the receivables. As at December 31, 2021 and 2020, the overall expected loss rate was 0.80% and 1.76%, respectively, which reflected the settlement experience on the trade receivables. Movement in the loss allowance account in respect of trade receivable during the years ended December 31, 2021 and 2020 is as follows: 2021 2020 Balance at January 1 411,059 22,490 Impairment losses recognized during the year 110,114 386,387 Exchange differences (2,205 ) 2,182 Balance at December 31 518,968 411,059 (b) Liquidity risk The Group’s policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient reserves of cash to meet its liquidity requirements in the short and longer term. The following table shows the remaining contractual maturities at the end of the reporting period of the Group’s non-derivative financial liabilities and derivative financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the end of the reporting period) and the earliest date the Group can be required to pay: Contractual undiscounted cash outflow Within 1 year Between 1 and 2 More than Total Carrying amount As at December 31, 2021 Liabilities Trade payables 9,979,726 — — 9,979,726 9,979,726 Accrued expenses and other current liabilities 36,280,298 — — 36,280,298 36,280,298 Lease liabilities 1,921,466 1,743,456 2,316,248 5,981,170 5,267,210 Preference share liabilities –redemption amount — — 123,556,616 123,556,616 61,373,153 Total liabilities 48,181,490 1,743,456 125,872,864 175,797,810 112,900,387 Contractual undiscounted cash outflow Within 1 year Between 1 and 2 More than Total Carrying amount As at December 31, 2020 Liabilities Trade payables 13,436,941 — — 13,436,941 13,436,941 Accrued expenses and other current liabilities 8,930,905 — — 8,930,905 8,930,905 Deferred consideration 1,358,189 — — 1,358,189 1,304,588 Convertible securities 12,499,363 — — 12,499,363 15,346,113 Lease liabilities 919,031 567,863 267,852 1,754,746 1,669,857 Amounts due to shareholders 133,314 — — 133,314 133,314 Total liabilities 37,277,743 567,863 267,852 38,113,458 40,821,718 (c) Currency risk The Company’s functional and presentation currency is United States dollars (“USD”). The Group is exposed to currency risk primarily through subsidiaries conducting their operations outside of Hong Kong with assets and liabilities denominated in other currencies, being primarily USD and Renminbi (“RMB”). As the HKD is pegged to the USD, the Group considers the risk of movements in exchange rates between the HKD and the USD to be insignificant. (i) Exposure to currency risk The following table details the Group’s exposure at the end of the reporting period to currency risk arising from recognized assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate. For presentation purposes, the amounts of the exposure are shown in USD, translated using the spot rate at the year end date. December 31, 2021 USD RMB Trade receivables 373,889 — Deposits and prepayments 3,899,656 4,500,406 Cash and cash equivalents 1,231,648 14 Trade payables (2,112,494 ) (6,113,239 ) Accrued expenses and other current liabilities (11,420,246 ) (107 ) Net exposure to currency risk (8,027,547 ) (1,612,926 ) December 31, 2020 USD RMB Trade receivables 169 — Other receivables — 290 Amount due from a shareholder 192 — Amount due from a joint venture — 180,825 Cash and cash equivalents 3,503,003 1,450 Trade payables (109,390 ) (4,666,840 ) Net exposure to currency risk 3,393,974 (4,484,275 ) (ii) Sensitivity analysis The following table indicates the instantaneous change in the Group’s profit after tax (and retained profits) that would arise if foreign exchange rates to which the Group has significant exposure at the end of the reporting period had changed at that date, assuming all other risk variables remained constant. In this respect, it is assumed that the pegged rate between the Hong Kong dollar and the United States dollar would be materially unaffected by any changes in movement in value of the United States dollar against other currencies. 2021 2020 Increase/ Effect on profit Increase/ Effect on profit USD 1 % (67,269 ) 1 % 27,206 (1 )% 67,269 (1 )% (27,206 ) RMB 1 % (13,468 ) 1 % (37,444 ) (1 )% 13,468 (1 )% 37,444 (d) Fair value measurement (i) Financial liabilities measured at fair value Fair value hierarchy The following table presents the fair value of the Group’s financial liabilities measured at the end of the reporting period on a recurring basis, categorized into the three-level fair value hierarchy as defined in IFRS 13, Fair value measurement • Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date • Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available • Level 3 valuations: Fair value measured using significant unobservable inputs The Group has a team comprising internal senior finance and strategic investment personnel overseeing the valuation of the financial instruments, including the unlisted securities and the conversion feature embedded in the preference shares liabilities which are categorized into Level 3 of the fair value hierarchy. The team reports directly to the chief financial officer. Valuation reports with analysis of changes in fair value measurement are prepared by the team and external valuers and reviewed by the chief financial officer at each quarter end and annual reporting date. The valuation process is documented and updated where appropriate by the team and reviewed by the chief financial officer quarterly that coincides with the reporting dates. Fair value at Fair value measurements as at Level 1 Level 2 Level 3 Recurring fair value measurements Assets: Financial assets at fair value through profit or loss: 9,906,000 — — 9,906,000 – Unlisted securities Liabilities: Preference shares liabilities – conversion feature 425,031,617 — — 425,031,617 Fair value at Fair value measurements as at Level 1 Level 2 Level 3 Recurring fair value measurements Liabilities: Convertible securities 15,346,113 — — 15,346,113 During the year ended December 31, 2021 and 2020, there were no transfers between Level 1 and Level 2, or transfers into or out of Level 3. The Group’s policy is to recognize transfers between levels of the fair value hierarchy as at the end of the reporting period in which they occur. (ii) Information about Level 3 fair value measurements Type Valuation technique Significant unobservable inputs Inter-relationship between Financial assets at fair value through profit or loss Adjusted net asset value Underlying assets’ value The estimated fair value would increase if the underlying assets’ value is higher. Preferred shares liabilities – conversion feature Discounted cash flow and equity allocation method: • risk-adjusted discount rate adopted in the discounted cashflow method for the valuation of equity interest: 15.90% The estimated fair value would increase (decrease) if: • the risk-adjusted discount rate were lower (higher); Type Valuation technique Significant unobservable inputs Inter-relationship between amount from the fair value of the preferred shares. The fair value of the preferred shares is determined by applying the equity allocation method to the total equity value of the Group estimated based on the net present value of future cash flows. • discount for lack of marketability: 12% • expected volatility adopted in the equity allocation method: 41.03% • the discount for lack of marketability were lower (higher); or • the expected volatility were higher (lower) Convertible securities Discounted cash flow and binomial tree pricing model • risk-adjusted discount rate adopted in the discounted cashflow method for the valuation of equity interest: 15.90% • expected volatility 40.60% The estimated fair value would increase (decrease) if: • the risk-adjusted discount rate were lower (higher); or • the expected volatility were higher (lower) The following table indicates instantaneous changes in the Group’s loss if there is an increase/decrease in the significant unobservable inputs used in the valuation of preferred shares liabilities — conversion feature, assuming all other variables remain constant. December 31, 2021 Significant unobservable inputs Increase/ Increase/ Risk-adjusted discount rate 5 (48,370,219 ) (5 ) 55,767,113 Discount for lack of marketability 5 (1,795,038 ) (5 ) 1,795,061 Expected volatility 5 84,785 (5 ) (89,520 ) As at December 31, 2020, it is estimated that with all other variables held constant, an increase/ decrease in the expected volatility by 5% used in the valuation of convertible securities would have increased/ decreased the Group’s loss by $47,446 and $66,174 respectively, and an increase/decrease in the risk-adjusted discount rate by 5% would have decreased/increased the Group’s loss by $14,983 and $14,983 respectively. The movement of the convertible securities, the conversion feature of the preference shares liabilities and financial assets at fair value through profit or loss during the year ended December 31, 2021 and 2020 is disclosed in notes 25, 26 and 19 respectively. (b) Financial assets and liabilities carried at other than fair value The carrying amounts of the Group’s financial assets and liabilities carried at amortized cost are not materially different from their fair values as at December 31, 2021 and 2020. |
Accounting judgement and estima
Accounting judgement and estimates | 12 Months Ended |
Dec. 31, 2021 | |
Accounting judgement and estimates | |
Accounting judgement and estimates | 30 Accounting judgement and estimates Sources of estimation uncertainty In the application of the Group’s accounting policies, which are described in note 2, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. (i) Impairment of goodwill Note 11 contains information about the assumptions and their risk factors relating to impairment of goodwill. (ii) Loss allowance on trade and other receivables Note 2(t) and note 29(a) contain information about the policies and the assumptions and their risk factors relating to the loss allowance on trade and other receivables. (iii) Revenue recognition Note 2(q) contains information about the policies and management’s considerations relating to recognition for revenue arising from customers’ unexercised rights (breakage) as well as the expected service period of the update services. (iv) Fair value of convertible securities The fair value of the convertible securities is determined based on the valuation performed by an independent valuer. Such valuation is subject to limitations of valuation model adopted and uncertainty in estimates used by management in the assumptions. Should the estimates and the relevant parameters of the valuation models be changed, there would be material changes in the fair value of the convertible securities. (v) Estimated useful lives on intangible assets The Group estimates the useful lives of intangible assets based on the periods over which the assets are expected to be available for use. The Group reviews annually their estimated useful lives, based on factors that include asset utilization, internal technical evaluation, technological changes, environmental and anticipated use of the assets tempered by related industry benchmark information. It is possible that future results of operation could be materially affected by changes in these estimates brought about by changes in factors mentioned. A reduction in the estimated useful lives of intangible assets would increase amortization charges and decrease non-current assets. (vi) Fair value of financial assets at fair value through profit or loss The Group adopts the adjusted net asset value approach to assess the fair value of unlisted securities annually after taking into consideration the underlying assets’ value and discount for marketability. |
Material related party transact
Material related party transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related party transactions | ||
Material related party transactions | 20 Material related party transactions Apart from balances and transactions disclosed elsewhere in this interim financial report, the Group has also entered into the following material related party transactions under the normal course of the Group’s business: Transactions with other related parties For the six months ended 2022 2021 Services provided by a company with control from a director of the Company 30,664 49,421 Purchase from a joint venture — 53,981 | 31 Related party transactions Apart from balances and transactions disclosed elsewhere in these consolidated financial statements, the Group has also entered into the following related party transactions under the normal course of the Group’s business: (a) Transactions with other related parties Year ended December 31, 2021 2020 2019 Sales to a shareholder — 16,950 393,342 Purchase from a joint venture 53,981 21,119 5,590 Services provided by a company with control from a director 90,353 — — Legal and professional fee paid on behalf of related companies 9,060 — — (b) Acquisition of a subsidiary On July 1, 2021, Prenetics EMEA Limited, an indirectly wholly owned subsidiary of the Company, entered into a share purchase agreement to acquire 100% equity interest of DNAFit Africa (Pty) Limited from its sole shareholder, who is a staff of Prenetics EMEA Limited, at a cash consideration of ZAR1,000 (approximately equivalent to $65), resulting in a gain on bargain purchase of $117,238. Upon the completion of the acquisition, DNAFit Africa (Pty) Limited becomes a direct wholly owned subsidiary of the Prenetics EMEA Limited. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about business combination [abstract] | |
Acquisition | 32 Acquisition On October 29, 2020, Prenetics HK and Prenetics EMEA Limited, a wholly-owned subsidiary of the Company, entered into a share purchase agreement with the then shareholders of Oxsed Limited (the “Acquisition”). The Acquisition’s consideration consists of: (1) cash consideration of GBP2,000,000 (equivalent to $2,574,145 as completion payment; (2) deferred consideration of GBP1,000,000 (equivalent to $1,287,072) payable on October 29, 2021; (3) exchange loan notes with a principal amount of GBP10,000,000 (equivalent to $12,870,723), of which GBP5,865,450 (equivalent to $7,549,258) can be exchanged into 1,652,248 ordinary shares of Prenetics HK immediately on October 29, 2020, and the remaining would be exchangeable into Prenetics HK’s ordinary shares annually over a three-year period (see note 27(a)(ii)); and (4) an additional contingent consideration as the earn-out payment which is calculated based on 15% of the net sales amounts in respect of the upcoming three Such contingent consideration will be payable within a specified period as stated in the share purchase agreement after the end of each of the three Upon the completion of the Acquisition, Oxsed Limited becomes an indirect wholly-owned subsidiary of the Company. The management has applied the simplified assessment to determine whether an acquired set of activities and assets is an asset rather than business acquisition. The Acquisition was accounted for as an acquisition of assets and liabilities because based on management’s assessment, substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset which represents a set of intellectual property rights for developing the real time reverse transcription loop-mediated isothermal amplification (RT-LAMP) technology. The RT-LAMP technology was used to develop a viral RNA molecular test or nucleic acid amplification test for COVID-19 that received CE mark from the European Commission and approval from the Medicines and Healthcare products Regulatory Agency (MHRA) in the United Kingdom. Accordingly, the Group recognized the set of intellectual property rights as an intangible asset totaling $17,619,789 which has an estimated useful life of 20 years. Given the contingent consideration is a variable payment based on future revenues, it is not a present obligation and therefore do not form part of the cost of the intangible asset. Instead, it is charged to profit or loss in the accounting period in which they are incurred. The transaction does not give rise to any goodwill. On 29 October 2021, deferred consideration of GBP1,000,000 (equivalent to $1,225,783) has been settled. On November 11, 2021, 388,216 ordinary shares valued at $1,778,029 were issued upon the conversion of the exchange loan notes by the then-shareholders of Oxsed Limited (see note 27(a)(ii)). |
Collaboration and licensing arr
Collaboration and licensing arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Collaboration and licensing arrangements | |
Collaboration and licensing arrangements | 33 Collaboration and licensing arrangements During 2019, Prenetics HK entered into collaboration agreements with New Horizon Health Limited and Hangzhou New Horizon Health Technology Co., Ltd. (collectively “New Horizon”) to obtain exclusive rights to market, distribute, and provide testing services in relation to New Horizon’s proprietary technology of ColoClear which is for early colorectal cancer screening. Under the terms of the agreements, Prenetics HK is obligated to pay New Horizon a fee equal to 50% of the gross margin generated from the sale of such products. The agreements have an initial term of five years and may be extended for an additional five years. During the years ended December 31, 2021 and 2020, the expenses incurred in connection with these agreements amounted to $57,600 and $72,121, respectively. |
Non-adjusting events after the
Non-adjusting events after the reporting period | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of non-adjusting events after reporting period [abstract] | ||
Non-adjusting events after the reporting period | 23 Non-adjusting Subsequent to the reporting period, the management of the Group decided to implement a restructuring plan in September 2022 related to its diagnostics business in the United Kingdom (UK) as part of the Group’s new UK strategy to provide clinical care. In connection with the restructuring, the management of the Group has assessed the recoverability of certain assets of the UK diagnostics business and recognized an impairment loss on intangible assets, goodwill, property, plant and equipment with the total charge of $ million. In addition, the Company recorded a write-off of prepayment of $ million in relation to the UK’s diagnostics business. No adjustment has been made in the accompanying interim financial report in this regard. | 34 Non-adjusting events after the reporting period (1) In March 2022, the Company entered into, among other agreements, a Sponsor Forfeiture and Conversion Agreement and an amendment agreement to the Business Combination Agreement with, among others, PubCo and Artisan. Pursuant to such agreements, Artisan’s sponsor and the Company’s shareholders will forfeit certain number of Class A ordinary shares in PubCo, and additional Class A ordinary shares are to be issued by PubCo to non-redeeming public shareholders of Artisan as well as the investors participating in the private placement of PubCo’s Class A ordinary shares and warrants in connection with the merger transactions (see note 1). (2) After the end of the reporting period, Prenetics HK reached agreements with its bankers for credit facilities in aggregate of $49,500,000. The credit facilities are guaranteed by the Company, charged over certain receivables and bear floating interest rate benchmarking HKD or USD loan interest rates of financial institutions in Hong Kong or United States. |
Possible impact of amendments,
Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended December 31, 2020 | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of expected impact of initial application of new standards or interpretations [abstract] | |
Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended December 31, 2020 | 35 Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended December 31, 2021 Up to the date of issue of these financial statements, the IASB has issued a number of amendments and a new standard, IFRS 17, Insurance contracts Effective for accounting periods Amendments to IFRS 3, Reference to the Conceptual Framework January 1, 2022 Amendments to IAS 16, Property, Plant and Equipment: Proceeds before Intended Use January 1, 2022 Amendments to IAS 37, Onerous Contracts — Cost of Fulfilling a Contract January 1, 2022 Annual Improvements to IFRSs 2018-2020 Cycle January 1, 2022 Amendments to IAS 1, Classification of Liabilities as Current or Non-current January 1, 2023 Amendments to HKAS 1 and HKFRS Practice Statement 2, Disclosure of accounting policies January 1, 2023 Amendments to HKAS 8, Definition of accounting estimates January 1, 2023 Amendments to HKAS 12, Deferred tax related to assets and liabilities arising from a single transaction January 1, 2023 The Group is in the process of making an assessment of what the impact of these developments is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements. |
Significant accounting polici_2
Significant accounting policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Significant accounting policies | ||
Statement of compliance | (a) Statement of compliance The Company’s consolidated financial statements have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”), which collective term includes all applicable individual IFRSs, International Accounting Standards (“IASs”) and Interpretations issued by the IASB. Significant accounting policies adopted by the Group are disclosed below. The IASB has issued certain amendments to IFRSs that are first effective or available for early adoption for the periods presented in these consolidated financial statements. Note 2(c) provides information on the initial application of these developments to the extent that they are relevant to the Group for the periods presented in these consolidated financial statements. | |
Basis of preparation of the consolidated financial statements | (a) Basis of preparation of the interim financial report This interim financial report has been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim financial reporting The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2021 annual financial statements of the PHCL Group, except for the accounting policy changes that are expected to be reflected in the 2022 annual financial statements. Details of any changes in accounting policies and newly adopted accounting policies are set out in note 2(b). The preparation of an interim financial report in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year-to-date basis. Actual results may differ from these estimates. This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2021 annual financial statements of the PHCL Group. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”). | (b) Basis of preparation of the consolidated financial statements These consolidated financial statements for the year ended December 31, 2021 comprise the Group. The measurement basis used in the preparation of the consolidated financial statements is the historical cost basis, except that the following instruments are stated at their fair value as explained in the accounting policies set out below: • preference share liabilities — conversion feature (see note 2(s)); • convertible securities (see note 2(v)); and • financial assets at fair value through profit or loss (see note 2(z)) As at December 31, 2021, the Group’s total liabilities exceeded its total assets by $400,894,913. Despite this, the preference shares will be converted into ordinary shares of the PubCo after the completion of the proposed business combination as described in note 1 resulting in the listing of PubCo’s shares on the Nasdaq Stock Market. Management and the directors of the Company are of the view that the Group has and will continue to have sufficient financial resources to meet its liabilities as and when they fall due and to enable the Group to continue operations for the foreseeable future. Consequently, the directors have prepared the consolidated financial statements on a going concern basis. The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Judgments made by management in the application of IFRSs that have significant effect on the consolidated financial statements and major sources of estimation uncertainty are discussed in note 30. |
Changes in accounting policies | (b) Changes in accounting policies and newly adopted accounting policies (i) The Group has applied the following amendments to IFRSs issued by the IASB to this interim financial report for the current accounting period: • Amendments to IFRS 3, Reference to the Conceptual Framework • Amendments to IAS 16, Property, Plant and Equipment: Proceeds before Intended Use • Amendments to IAS 37, Onerous Contracts — Cost of Fulfilling a Contract • Annual Improvements to IFRSs 2018-2020 Cycle None of these amendments have had a material effect on how the Group’s results and financial position for the current or prior periods have been prepared or presented in this interim financial report. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period. (ii) Interest-bearing borrowings Interest-bearing borrowings are measured initially at fair value less transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost using the effective interest method. Interest expense is expensed in the period in which it is incurred. (iii) Warrants liabilities Warrants issued by the Group are accounted for as derivative liabilities. The warrants are initially recognized at fair value, and in subsequent periods measured at fair value through profit or loss with any changes in fair value recognized in profit or loss until the warrants are exercised, redeemed, or expired. | (c) Changes in accounting policies The Group has applied the following amendments to IFRSs issued by the IASB to these financial statements for the current accounting period: • Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, Interest rate benchmark reform — phase 2 • Amendment to IFRS 16, Covid-19-related rent concessions beyond 30 June 2021 Other than the amendment to IFRS 16, the Group has not applied any new standard or interpretation that is not yet effective for the current accounting period. The amendment to IFRS 16 do not have any material impact to the Group’s consolidated financial statements. |
Subsidiaries and non-controlling interests | (d) Subsidiaries and non-controlling interests Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, 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. When assessing whether the Group has power, only substantive rights (held by the Group and other parties) are considered. An investment in a subsidiary is consolidated into the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances, transactions and cash flows and any unrealized profits arising from intra-group transactions are eliminated in full in preparing the consolidated financial statements. Unrealized losses resulting from intra-group transactions are eliminated in the same way as unrealized gains but only to the extent that there is no evidence of impairment. Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Company, and in respect of which the Group has not agreed any additional terms with the holders of those interests which would result in the Group as a whole having a contractual obligation in respect of those interests that meets the definition of a financial liability. For each business combination, the Group can elect to measure any non-controlling interests either at fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net identifiable assets. Non-controlling interests are presented in the consolidated statement of financial position within equity, separately from equity attributable to the equity shareholders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated statement of profit or loss and the consolidated statement of profit or loss and other comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between non-controlling interests and the equity shareholders of the Company. Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within consolidated equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognized. When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire interest in that subsidiary, with a resulting gain or loss being recognized in profit or loss. Any interest retained in that former subsidiary at the date when control is lost is recognized at fair value and this amount is regarded as the fair value on initial recognition of a financial asset or, when appropriate, the cost on initial recognition of an investment in an associate or joint venture (see note 2(e)). | |
Joint ventures | (e) Joint ventures A joint venture is an arrangement whereby the Group or Company and other parties contractually agree to share control of the arrangement, and have rights to the net assets of the arrangement. An investment in a joint venture is accounted for in the consolidated financial statements under the equity method, unless it is classified as held for sale (or included in a disposal group that is classified as held for sale). Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Group’s share of the acquisition-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). The cost of the investment includes purchase price, other costs directly attributable to the acquisition of the investment, and any direct investment into the joint venture that forms part of the Group’s equity investment. Thereafter, the investment is adjusted for the post acquisition change in the Group’s share of the investee’s net assets and any impairment loss relating to the investment (see note 2(t)(ii)). At each reporting date, the Group assess whether there is any objective evidence that the investment is impaired. Any acquisition-date excess over cost, the Group’s share of the post-acquisition, post-tax results of the investees and any impairment losses for the year are recognized in the consolidated statement of profit or loss, whereas the Group’s share of the post-acquisition post-tax items of the investees’ other comprehensive income is recognized in the consolidated statement of profit or loss and other comprehensive income. When the Group’s share of losses exceeds its interest in the joint venture, the Group’s interest is reduced to nil Unrealized profits and losses resulting from transactions between the Group and its joint venture are eliminated to the extent of the Group’s interest in the investee, except where unrealized losses provide evidence of an impairment of the asset transferred, in which case they are recognized immediately in profit or loss. In all other cases, when the Group ceases to have joint control over a joint venture, it is accounted for as a disposal of the entire interest in that investee, with a resulting gain or loss being recognized in profit or loss. Any interest retained in that former investee at the date when joint control is lost is recognized at fair value and this amount is regarded as the fair value on initial recognition of a financial asset. | |
Assets acquisition | (f) Assets acquisition Groups of assets acquired and liabilities assumed are assessed to determine if they are business or asset acquisitions. On an acquisition-by-acquisition basis, the Group chooses to apply a simplified assessment of whether an acquired set of activities and assets is an asset rather than business acquisition, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. When a group of assets acquired and liabilities assumed do not constitute a business, the overall acquisition cost is allocated to the individual identifiable assets and liabilities based on their relative fair values at the date of acquisition. An exception is when the sum of the individual fair values of the identifiable assets and liabilities differs from the overall acquisition cost. In such case, any identifiable assets and liabilities that are initially measured at an amount other than cost in accordance with the Group’s policies are measured accordingly, and the residual acquisition cost is allocated to the remaining identifiable assets and liabilities based on their relative fair values at the date of acquisition. | |
Property, plant and equipment | (g) Property, plant and equipment Property, plant and equipment, including right-of-use assets arising from leases of underlying property, plant and equipment (see note 2(i)), are stated at cost less accumulated depreciation and impairment losses (see note 2(t)(ii)). Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of retirement or disposal. Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives as follows: – Properties leased for own use Over the unexpired lease period – Office equipment leased for own use Over the unexpired lease period – Leasehold improvements Shorter of 4 years, or over the unexpired lease period – Fixtures and furniture 5 years – Office and lab equipment 3 – 5 years – Computer equipment 3 years – Motor vehicles 3 years – Manufacturing equipment 3 years Both the useful life of an asset and its residual value, if any, are reviewed annually. | |
Intangible assets (other than goodwill) | (h) Intangible assets (other than goodwill) Expenditure on research activities is recognized as an expense in the period in which it is incurred. Expenditure on development activities is capitalized if the product or process is technically and commercially feasible and the Group has sufficient resources and the intention to complete development. The expenditure capitalized includes the costs of materials, direct labor and an appropriate proportion of overheads. Capitalized development costs are stated at cost less accumulated amortization and impairment losses (see note 2(t)(ii)). Other development expenditure is recognized as an expense in the period in which it is incurred. Other intangible assets that are acquired by the Group are stated at cost less accumulated amortization (where the estimated useful life is finite) and impairment losses (see note 2(t)(ii)). Expenditure on internally generated goodwill and brands is recognized as an expense in the period in which its incurred. Amortization of intangible assets with finite useful lives is charged to profit or loss on a straight-line basis over the assets’ estimated useful lives. The following intangible assets with finite useful lives are amortized from the date they are available for use and their estimated useful lives are as follows: – Website and mobile apps 2 years – Trademark and technology 10 – 20 years – Products development cost 3 years Both the period and method of amortization are reviewed annually. Intangible assets are not amortized while their useful lives are assessed to be indefinite. Any conclusion that the useful life of an intangible asset is indefinite is reviewed annually to determine whether events and circumstances continue to support the indefinite useful life assessment for that asset. If they do not, the change in the useful life assessment from indefinite to finite is accounted for prospectively from the date of change and in accordance with the policy for amortization of intangible assets with finite lives as set out above. | |
Leased assets | (i) Leased assets At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use. As a lessee, where the contract contains lease component(s) and non- lease component(s), the Group has elected not to separate non-lease components and accounts for each lease component and any associated non-lease components as a single lease component for all leases. At the lease commencement date, the Group recognizes a right-of-use asset and a lease liability, except for short-term leases that have a lease term of 12 months or less and leases of low-value assets. When the Group enters into a lease in respect of a low-value asset, the Group decides whether to capitalize the lease on a lease-by-lease basis. The lease payments associated with those leases which are not capitalized are recognized as an expense on a systematic basis over the lease term. Where the lease is capitalized, the lease liability is initially recognized at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortized cost and interest expense is calculated using the effective interest method. Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to profit or loss in the accounting period in which they are incurred. The right-of-use asset recognized when a lease is capitalized is initially measured at cost, which comprises the initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, discounted to their present value, less any lease incentives received. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses (see notes 2(g) and 2(t)(ii)). The initial fair value of refundable rental deposits is accounted for separately from the right-of-use assets in accordance with the accounting policy applicable to receivables carried at amortized cost (see notes 2(k) and 2(t)). Any difference between the initial fair value and the nominal value of the deposits is accounted for as additional lease payments made and is included in the cost of right-of-use assets. The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably certain to exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. In the consolidated statement of financial position, the current portion of long-term lease liabilities is determined as the present value of contractual payments that are due to be settled within twelve months after the reporting period. | |
Inventories | (j) Inventories Inventories representing consumables, reagent, kits materials and finished goods are carried at the lower of cost and net realizable value. Cost is calculated on the first-in-first-out basis and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. When inventories are sold, the carrying amount of those inventories is recognized as an expense in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs. | |
Trade and other receivables (including amount due from a joint venture and amount due from a shareholder) | (k) Trade and other receivables (including amount due from a joint venture, amount due from a shareholder and amounts due from related companies) A receivable is recognized when the Group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If the revenue has been recognized before the Group has an unconditional right to receive consideration, the amount is presented as a contract asset. Receivables that do not contain a significant financing component are initially measured at their transaction price. Receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortized cost, using the effective interest method and including an allowance for credit losses (see note 2(t)(i)). | |
Trade and other payables, deposit liabilities and contract liabilities | (l) Trade and other payables (including amounts due to shareholders), deposit liabilities and contract liabilities (i) Trade and other payables Trade and other payables are initially recognized at fair value. Subsequent to initial recognition, trade and other payables are stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at invoice amounts. (ii) Deposit liabilities Deposit liabilities are initially recognized at fair value when the customer pays consideration which is refundable until after 5 to 30 days from the date of delivery has passed, in which case they are subsequently recognized as contract liabilities. (iii) Contract liabilities A contract liability is recognized when the customer pays consideration before the Group recognizes the related revenue, and that consideration becomes non-refundable (see note 2(q)). A contract liability would also be recognized if the Group has an unconditional right to receive non-refundable consideration before the Group recognizes the related revenue. In such cases, a corresponding receivable would also be recognized (see note 2(k)). | |
Cash and cash equivalents | (m) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Cash and cash equivalents are assessed for expected credit loss in accordance with the policy set out in note 2(t)(i). | |
Employee benefits | (n) Employee benefits (i) Short-term employee benefits and contributions to defined contribution retirement plans Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values. (ii) Share-based payments The fair value of share options granted to employees is recognized as an employee cost with a corresponding increase in a capital reserve within equity. The fair value is measured at grant date using the Black-Scholes Model, taking into account the terms and conditions upon which the options were granted. Where the employees have to meet vesting conditions before becoming unconditionally entitled to the options, the total estimated fair value of the options is spread over the vesting period, taking into account the probability that the options will vest. During the vesting period, the number of share options that is expected to vest is reviewed. Any resulting adjustment to the cumulative fair value recognized in prior years is charged/credited to the profit or loss for the year of the review, unless the original employee expenses qualify for recognition as an asset, with a corresponding adjustment to the capital reserve. On vesting date, the amount recognized as an expense is adjusted to reflect the actual number of options that vest (with a corresponding adjustment to the capital reserve) except where forfeiture is only due to not achieving vesting conditions that relate to the market price of the Company’s shares. The equity amount is recognized in the capital reserve until either the option is exercised (when it is included in the amount recognized in share capital for the shares issued) or the option expires (when it is released directly to retained profits or accumulated losses). | |
Income tax | (o) Income tax Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognized in profit or loss except to the extent that they relate to items recognized in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognized in other comprehensive income or directly in equity, respectively. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits. Apart from certain limited exceptions, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable profits will be available against which the asset can be utilized, are recognized. Future taxable profits that may support the recognition of deferred tax assets arising from deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable entity, and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilized. The limited exceptions to recognition of deferred tax assets and liabilities are those temporary differences arising from goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination), and temporary differences relating to investments in subsidiaries to the extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the differences will not reverse in the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future. The carrying amount of a deferred tax asset is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the related tax benefit to be utilized. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available. Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities, if the Group has the legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met: • in the case of current tax assets and liabilities, the Group intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously; or • in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either: • the same taxable entity; or • different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered, intend to realize the current tax assets and settle the current tax liabilities on a net basis or realize and settle simultaneously. | |
Provisions and contingent liabilities | (p) Provisions and contingent liabilities Provisions are recognized when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, a separate asset is recognized for any expected reimbursement that would be virtually certain. The amount recognized for the reimbursement is limited to the carrying amount of the provision. | |
Revenue and other income | (q) Revenue and other income Income is classified by the Group as revenue when it arises from the sale of goods or the provision of services in the ordinary course of the Group’s business. Revenue is measured based on the amount of consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. The Group recognizes revenue when (or as) it transfers control over a product or service to customer. An asset is transferred when (or as) the customer obtains control of the asset. The Group transfers control of a good or service at a point in time unless one of the following overtime criteria is met: (a) the customer simultaneously receives and consumes the benefits provided as the Group performs; (b) the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Group’s performance does not create an asset with an alternative use and the Group has an enforceable right to payment for performance completed to date. The Group provides i) preventive services which are genetic testing services to individuals and corporates for their employees and customers; and ii) diagnostic services which are primarily COVID-19 testing for individuals, corporates for their employees or customers, and governments for community testing. Additionally, from November 2021, the Group has officially launched (iii) Circle HealthPod, which is a rapid detection health monitoring device along with single-use capsules that offers rapid COVID-19 testing solutions for professional use and home use initially in Hong Kong. The Group collects consideration for both types of services upfront, and such consideration received usually becomes non-refundable after 5 to 30 days from the date of delivery of the kits to the individuals or corporates, or the date of purchase. The upfront consideration received is initially recognized as deposit liabilities (see note 2(l)(ii)) and subsequently reclassified to contract liabilities when the amount becomes non-refundable (see note 2(l)(iii)). Such amount does not include any variable consideration. The Group determines that its sales contracts do not have a significant financing component when the upfront consideration becomes non-refundable as customers have discretion to decide when the tests are performed during the contract term. (i) Performance obligations Generally the Group fulfilled its performance obligations for preventive and diagnostic services at a point in time upon delivery of the testing results or reports to customers except for one category of the genetic testing kits under the preventive services which includes an additional distinct performance obligation being the subscription of free future updates to new features, reports and categories (collectively the “update services”). The update services are considered distinct from the testing results or reports received by customers as those customers can benefit from the information provided in the testing results without the update services, the update services would not significantly modify the testing results, and there is not any significant interdependency between the testing results and the update services. Transfer of control for the testing results occurs when the testing results or reports are issued to customers and transfer of control for update services occurs over the expected service period which begins from the issuance of the testing results. For genetic testing kits which contains the update services, the Group allocates revenue to the testing results and the update services based on their respective standalone selling prices. When estimating standalone prices, the Group considers all information that is reasonably available which includes market conditions, company-specific information about the customers, pricing strategies and practices, cost incurred to provide the service and industry pricing. The Group has estimated the standalone selling price of the update services based on the expected cost plus a margin and recognizes it over the expected service period of five years. The expected service period was estimated based on the Group’s internal statistics on customers and expectation as to the period over which customers would continue to log in online to review initial reports and updates. Significant judgement is involved in estimating the stand-alone selling price for each distinct performance obligation. For sales of Circle HealthPod and single-use capsule sets, generally the Group considers it satisfies the associated performance obligation at the point in time when those products have been accepted by customers as, unlike the testing kits, customers do not need to return samples to the Group for further processing. The Group offers customers an unconditional right of return of unopened Circle HealthPod for cash for a period of 30 days from the date of acceptance. Revenue is recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Accordingly, the Group reduces the revenues by an estimate of expected returns, determined based on the historical data, and recognizes a refund liability and an asset representing the right to recover the returned products. Circle HealthPod also comes with a warranty for customers that register within 30 days of purchase, under which the Group will repair or replace a defective product within one year of purchase free-of- charge. The Group accounts for the warranty as an assurance warranty and recognizes an estimate of the associated costs as a liability at the time when the revenue on sale of Circle HealthPod is recognized. (ii) Revenue breakage Provision of preventive and diagnostic services require individuals to provide specimen samples to the Group before it can proceed with the necessary laboratory procedures. Sales contracts relating to testing kits sold directly to individuals normally require specimen samples to be sent back to the Group within 3 or 6 months(the “sample return period”) from the date of purchase depending on the jurisdictions in which the kits are purchased by customers. If these customers do not return their specimen samples within the sample return period, the Group has no further obligation to provide the service. Sales contracts relating to kits sold to corporates normally do not include specified sample return periods. For certain non-refundable sale contracts, the Group does not have sufficient and relevant historical experience to form a reasonable expectation about the amount of breakage revenue to which the Group is expected to be entitled. This would be the case for certain preventive testing kits sold to corporates such as insurance companies that would ultimately be passed on to its end users at the corporates’ discretion, where there is no stated sample return period and the Group has no visibility as to whether and when the kits are distributed to end users. This would also be the case for certain diagnostic testing kits sold to individuals with respect to COVID-19. For these sales contracts, revenue is recognized at the earlier point in time of i) the relevant services are rendered and the testing results are issued; or ii) when the likelihood of end users returning their specimen samples becomes remote. Otherwise, the Group generally has sufficient and relevant historical experience for other sales contracts such that the Group expects to be entitled to a breakage amount in relation to non-refundable and unexercised rights. For these sales contracts, the Group estimates and recognizes the expected breakage amount as revenue in proportion to the pattern of rights exercised by customers on a portfolio basis to the extent that it is considered highly probable that a significant reversal will not occur in the future. The Group updates its breakage estimate regularly and if necessary, adjusts the deferred revenue balance accordingly. If actual return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. The Group recognized breakage revenue from unreturned kits of $347,894 and $3,325,906 for the years ended December 31, 2021 and 2020, respectively. (iii) Interest income Interest income is recognized as it accrues using the effective interest method. (iv) Government subsidies Government subsidies are recognized in the consolidated statement of financial position initially when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group for expenses incurred are recognized as income in profit or loss on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group for the cost of an asset are deducted from the carrying amount of the asset and consequently are effectively recognized in profit or loss over the useful life of the asset by way of reduced depreciation expense. | |
Translation of foreign currencies | (r) Translation of foreign currencies The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and receivables are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the Hong Kong dollars (“HKD”) and British Pound (“GBP”). The currencies in which these transactions are primarily denominated are HKD, GBP, United States dollars (“USD”) and Renminbi (“RMB”). Foreign currency transactions are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the end of the reporting period. Exchange gains and losses are recognized in profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction dates. The transaction date is the date on which the Group initially recognizes such non-monetary assets or liabilities. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated using the foreign exchange rates ruling at the dates the fair value was measured. The results of operations using non-USD as functional currency are translated into USD at the exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Statement of financial position items, including goodwill arising on consolidation of operations using non-USD as functional currency are translated into United States dollars at the closing foreign exchange rates ruling at the end of the reporting period. The resulting exchange differences are recognized in other comprehensive income and accumulated separately in equity in translation reserve. On disposal of an operation using non-USD as functional currency, the cumulative amount of the exchange differences relating to that foreign operation is reclassified from equity to profit or loss when the profit or loss on disposal is recognized. | |
Preference share capital | (s) Preference share capital Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the Company’s option, and any dividends are discretionary. Dividends on preference share capital classified as equity are recognized as distribution within equity (see note 27(a)). Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. As the preference shares issued by the Group contain redemption and conversion feature (see note 26), the redemption feature is recognized as a non- derivative financial liability and measured at amortized cost, while the conversion feature is recognized as a derivative financial liability and measured at fair value through profit or loss. | |
Credit losses and impairment of assets | (t) Credit losses and impairment of assets (i) Credit losses from financial instruments The Group recognizes a loss allowance for ECLs on the financial assets measured at amortized cost (including cash and cash equivalents, trade and other receivables, amount due from a joint venture, amount due from a shareholder and amounts due from related companies). Equity securities measured at FVPL are not subject to the ECL assessment. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all expected cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). The expected cash shortfalls are discounted using the following discount rates where the effect of discounting is material: • fixed-rate financial assets and trade and other receivables: effective interest rate determined at initial recognition or an approximation thereof. The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. In measuring ECLs, the Group takes into account reasonable and supportable information that is available without undue cost or effort. This includes information about past events, current conditions and forecasts of future economic conditions. ECLs are measured on either of the following bases: • 12-month ECLs: these are losses that are expected to result from possible default events within the 12 months after the reporting date; and • lifetime ECLs: these are losses that are expected to result from all possible default events over the expected lives of the items to which the ECL model applies. Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs. ECLs on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors and an assessment of both the current and forecast general economic conditions at the reporting date. For all other financial instruments, the Group recognizes a loss allowance equal to 12-month ECLs unless there has been a significant increase in credit risk of the financial instrument since initial recognition, in which case the loss allowance is measured at an amount equal to lifetime ECLs. Significant increases in credit risk In assessing whether the credit risk of a financial instrument has increased significantly since initial recognition, the Group compares the risk of default occurring on the financial instrument assessed at the reporting date with that assessed at the date of initial recognition. In making this reassessment, the Group considers that a default event occurs when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held). The Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition: • failure to make payments of principal or interest on their contractually due dates; • an actual or expected significant deterioration in a financial instrument’s external or internal credit rating (if available); and • an actual or expected significant deterioration in the operating results of the debtor. Existing or forecast changes in the technological, market, economic or legal environment that have a significant adverse effect on the debtor’s ability to meet its obligation to the Group. Depending on the nature of the financial instruments, the assessment of a significant increase in credit risk is performed on either an individual basis or a collective basis. When the assessment is performed on a collective basis, the financial instruments are grouped based on shared credit risk characteristics, such as past due status and credit risk ratings. ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since initial recognition. Any change in the ECL amount is recognized as an impairment gain or loss in profit or loss. The Group recognizes an impairment gain or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account. Basis of calculation of interest income Interest income recognized in accordance with note 2(q)(iii) is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in which case interest income is calculated based on the amortized cost (i.e. the gross carrying amount less loss allowance) of the financial asset. At each reporting date, the Group assesses whether a financial asset is credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable events: • significant financial difficulties of the debtor; • a breach of contract, such as a default or delinquency in interest or principal payments; • it becoming probable that the borrower will enter into bankruptcy or other financial reorganization; • significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor; or • the disappearance of an active market for a security because of financial difficulties of the issuer. Write-off policy The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. Subsequent recoveries of an asset that was previously written off are recognized as a reversal of impairment in profit or loss in the period in which the recovery occurs. (ii) Impairment of other non-current assets Internal and external sources of information are reviewed at the end of each reporting period to identify indications that the following assets may be impaired or, except in the case of goodwill, an impairment loss previously recognized no longer exists or may have decreased: • property, plant and equipment; • intangible assets; • interest in joint venture; and • goodwill If any such indication exists, the asset’s recoverable amount is estimated. In addition, for goodwill, intangible assets that are not yet available for use and intangible assets that have indefinite useful lives, the recoverable amount is estimated annually whether or not there is any indication of impairment. — Calculation of recoverable amount The recoverable amount of an asset is the greater of its fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit). A portion of the carrying amount of a corporate asset (for example, head office building) is allocated to an individual cash-generating unit if the allocation can be done on a reasonable and consistent basis, or to the smallest group of cash-generating units if otherwise. — Recognition of impairment losses An impairment loss is recognized in profit or loss if the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of units) and then, to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs of disposal (if measurable) or value in use (if determinable). — Reversals of impairment losses In respect of assets other than goodwill, an impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed. A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognized. | |
Goodwill | (u) Goodwill Goodwill represents excess of (i) the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the Group’s previously held equity interest the acquiree; over (ii) the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition date. When (ii) is greater than (i), then this excess is recognized immediately in profit or loss as a gain on a bargain purchase. Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business combination is allocated to each cash-generating units, or groups of cash-generating units, that is expected to benefit from the synergies of the combination and is tested annually for impairment (see note 2(t)(ii)). On disposal of a cash generating unit, any attributable amount of purchased goodwill is included in the calculation of the profit or loss on disposal. | |
Convertible securities | (v) Convertible securities (i) Convertible securities that are classified as equity instrument Convertible securities are classified as an equity instrument when the following conditions are met: (a) The securities include no contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the Group; and (b) If the securities will or may be settled in the Group’s own equity instruments, it is: (i) a non-derivative that includes no contractual obligation for the Group to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments. In such case, at initial recognition, the securities are measured at transaction price and are credited to other reserve in the consolidated statement of changes in equity. Transaction costs that relate to the issue of securities are recognized as a deduction in equity. If the securities are redeemed, the consideration paid is recognized directly in equity, and no gain or loss will be recognized in profit or loss. (ii) Other convertible securities Convertible securities issued by the Group contain embedded derivatives that should be separately accounted for but cannot be measured separately. At initial recognition, the convertible securities are measured at fair value. At the end of each reporting period, the fair value is remeasured and the gain or loss on remeasurement to fair value is recognized immediately in profit or loss. If the securities are converted, the shares issued are measured at fair value and any difference between the fair value of shares issued and the fair value of the convertible securities is recognized in profit or loss. If the securities are redeemed, any difference between the amount paid and the fair value of the convertible securities is recognized in profit or loss. The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss. | |
Related parties | (w) Related parties (a) A person, or a close member of that person’s family, is related to the Group if that person: (i) has control or joint control over the Group; (ii) has significant influence over the Group; or (iii) is a member of the key management personnel of the Group or the Group’s parent. (b) An entity is related to the Group if any of the following conditions applies: (i) The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). (ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). (iii) Both entities are joint ventures of the same third party. (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity. (v) The entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Group. (vi) The entity is controlled or jointly controlled by a person identified in (a). (vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). (viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the Group’s parent. Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity. | |
Derivative financial instruments | (x) Derivative financial instruments Derivative financial instruments are recognized at fair value. At the end of each reporting period the fair value is remeasured. The gain or loss on remeasurement to fair value is recognized immediately in profit or loss, except where the derivatives qualify for cash flow hedge accounting or hedges of net investment in a foreign operation, in which case recognition of any resultant gain or loss depends on the nature of the item being hedged. For hybrid instrument contains an embedded derivative, if the main contract belongs to financial assets, the hybrid instrument as a whole shall apply to the regulations of financial assets. If the main contract does not belong to financial assets, and the mixed instrument is not measured at fair value through profit and loss, the economic characteristics and risks of the embedded derivative and the main contract are not closely related, and under the same conditions with embedded derivative cannot be separately measured at the date of acquisition or the date subsequent to the financial reporting date, then the hybrid instrument is accounted for as financial assets or financial liabilities at fair value through profit or loss. | |
Segment reporting | (y) Segment reporting Operating segments, and the amounts of each segment item reported in the consolidated financial statements, are identified from the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Group’s various lines of business and geographical locations. Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria. | |
Equity investments | (z) Equity investments An investment in equity securities is classified as fair value through profit or loss (“FVPL”) unless the equity investment is not held for trading purposes and on initial recognition of the investment the Group makes an irrevocable election to designate the investment at fair value through other comprehensive income (“FVOCI”) (non-recycling) such that subsequent changes in fair value are recognized in other comprehensive income. Such elections are made on an instrument-by-instrument basis, but may only be made if the investment meets the definition of equity from the issuer’s perspective. Where such an election is made, the amount accumulated in other comprehensive income remains in the fair value reserve (non-recycling) until the investment is disposed of. At the time of disposal, the amount accumulated in the fair value reserve (non- recycling) is transferred to retained earnings or accumulated losses. It is not recycled through profit or loss. Dividends from an investment in equity securities, irrespective of whether classified as at FVPL or FVOCI, are recognized in profit or loss as other income. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant accounting policies | |
Schedule of estimated useful lives of property and equipment | – Properties leased for own use Over the unexpired lease period – Office equipment leased for own use Over the unexpired lease period – Leasehold improvements Shorter of 4 years, or over the unexpired lease period – Fixtures and furniture 5 years – Office and lab equipment 3 – 5 years – Computer equipment 3 years – Motor vehicles 3 years – Manufacturing equipment 3 years |
Schedule of estimated useful lives of intangible assets | – Website and mobile apps 2 years – Trademark and technology 10 – 20 years – Products development cost 3 years |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of operating segments [abstract] | ||
Schedule of results of each reportable segment | Prevention Diagnostics Unallocated Total For the six months ended June 30, 2022 Revenue 7,685,728 136,074,589 — 143,760,317 Gross profit 2,952,344 55,777,344 (996,930 ) 57,732,758 For the six months ended June 30, 2021 Revenue 8,001,423 128,476,057 — 136,477,480 Gross profit 3,684,918 53,849,539 (908,366 ) 56,626,091 | Prevention Diagnostics Unallocated Total 2021 Revenue 16,571,535 259,281,218 — 275,852,753 Gross profit 7,546,593 100,125,889 (1,541,271 ) 106,131,211 2020 Revenue 14,264,972 50,914,543 — 65,179,515 Gross profit 6,332,833 20,983,200 (971,214 ) 26,344,819 2019 Revenue 9,233,089 — — 9,233,089 Gross profit 3,545,335 — (830,041 ) 2,715,294 |
Schedule of revenue and non-current assets by regions | (i) Revenue Revenue by regions were as follows: For the six months ended 2022 2021 Hong Kong 94,087,178 68,843,553 United Kingdom 49,673,139 67,633,927 143,760,317 136,477,480 (ii) Non-current Non-current June 30, December 31, Hong Kong 19,941,988 10,993,322 United Kingdom 26,809,087 30,334,739 Rest of the world 314,290 207,026 Total non-current 47,065,365 41,535,087 | (i) Revenue Revenue by regions were as follows: Year ended December 31, 2021 2020 2019 Hong Kong 124,926,420 35,411,518 4,155,830 United Kingdom 150,926,333 29,767,997 5,077,259 Total revenue 275,852,753 65,179,515 9,233,089 (ii) Non-current assets Non-current assets (excluding interest in a joint venture and deferred tax assets) by regions were as follows: December 31, 2021 2020 2019 Hong Kong 10,993,322 3,419,570 2,219,826 United Kingdom 30,334,739 29,510,377 10,115,781 Rest of the world 207,026 45,460 60,718 Total non-current assets 41,535,087 32,975,407 12,396,325 |
Other income and other net (l_2
Other income and other net (losses)/gains (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Analysis of income and expense [abstract] | ||
Schedule of other income and other net losses | For the six months ended 2022 2021 Government subsidies 101,936 7,932 Bank interest income 927 2,018 Net exchange (losses)/gains (704,295 ) 319,359 Dividend income 9,862 — Sundry income 6,231 26,734 (585,339 ) 356,043 | Year ended December 31, 2021 2020 2019 Government subsidies (note) 7,932 513,860 — Bank interest income 3,980 8,043 15,506 Net exchange gains/(losses) 285,025 (280,360 ) (52,534 ) Impairment loss on interest in a joint venture (note 13(b)) — (570,704 ) — Impairment loss on amount due from a joint venture (176,227 ) — — Sundry income 18,238 13,757 40,145 138,948 (315,404 ) 3,117 |
Loss before taxation (Tables)
Loss before taxation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loss before taxation | ||
Schedule of expenses by nature | (a) Finance costs For the six months ended 2022 2021 Interest expenses on lease liabilities 127,024 59,625 Imputed interest on deferred consideration — 22,329 Changes in the carrying amount of preference shares liabilities (note 15) 3,752,758 340,387 Interest on trade financing 59,709 — Other interest expenses 83 15 3,939,574 422,356 (b) Staff costs For the six months ended 2022 2021 Salaries, wages and other benefits 52,257,819 29,189,244 Contributions to defined contribution retirement plan 498,482 225,513 Equity-settled share-based payment expenses 22,150,125 3,270,895 74,906,426 32,685,652 (c) Other items For the six months ended 2022 2021 Cost of inventories 45,059,870 22,470,692 Depreciation charge – owned property, plant and equipment 2,002,036 1,003,764 – right-of-use 1,030,687 510,241 Amortization of intangible assets 1,069,962 848,367 Auditor’s remuneration 255,343 390,465 Miscellaneous laboratory charges 111 265 | (a) Finance costs Year ended December 31, 2021 2020 2019 Interest expenses on lease liabilities (notes 9(a) and 18(b)) 205,915 49,400 64,107 Imputed interest on deferred consideration 22,235 9,513 — Changes in the carrying amount of preference shares liabilities (note 26) 5,009,847 — — Other interest expenses 33 654 5,283 5,238,030 59,567 69,390 (b) Staff costs Year ended December 31, 2021 2020 2019 Salaries, wages and other benefits 76,622,503 16,019,896 7,121,390 Contributions to defined contribution retirement plan 562,427 219,440 192,241 Equity-settled share-based payment expenses 22,141,614 1,229,312 2,515,276 99,326,544 17,468,648 9,828,907 (c) Other items Year ended December 31, 2021 2020 2019 Cost of inventories (note 15) 52,701,330 10,412,753 4,383,747 Depreciation charge (note 9) — owned property, plant and equipment 2,745,549 708,637 617,334 — right-of-use assets 1,542,566 583,835 506,738 Amortization of intangible assets (note 10) 3,058,527 1,133,564 1,110,516 Write-off on property, plant and equipment 476,431 — — Auditor’s remuneration 1,221,439 566,553 56,763 Miscellaneous laboratory charges 13,953 12,892 15,529 |
Income tax expense_(credit) (Ta
Income tax expense/(credit) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income tax expense/(credit) | ||
Summary of income tax credit | For the six months ended 2022 2021 Current tax — Hong Kong Profits Tax Provision for the period 1,922,721 1,841,513 Current tax — Overseas Provision for the period 70,235 96 Deferred tax Origination and reversal of temporary differences (54,581 ) 2,417,260 1,938,375 4,258,869 | Year ended December 31, 2021 2020 2019 Current tax — Hong Kong Profits Tax Provision for the year 1,164,222 — 7,266 Current tax — Overseas Provision for the year 38,475 19,671 — Deferred tax Origination and reversal of temporary differences 2,530,047 (1,957,229 ) (684,740 ) 3,732,744 (1,937,558 ) (677,474 ) |
Schedule of reconciliation between tax credit credited to profit or loss and accounting loss | Year ended December 31, 2021 2020 2019 Loss before taxation (170,284,098 ) (3,901,443 ) (20,872,675 ) Notional tax on loss before taxation, calculated at the applicable rate (6,622,976 ) (697,772 ) (3,588,281 ) Tax effect of non-deductible expenses 11,587,117 1,111,877 1,278,412 Tax effect of non-taxable income (1,008,915 ) (76,874 ) (40,806 ) Tax effect of temporary difference not recognized 73,833 90,448 Tax effect on utilization of previously unrecognized tax loss (579,657 ) (692,350 ) (6,780 ) Tax effect of tax losses not recognized — 298,651 2,274,273 Tax effect of previously unrecognized temporary differences recognized in current period 360,922 (1,957,229 ) (684,740 ) Others (3,747 ) 2,306 — Actual tax expense/(credit) 3,732,744 (1,937,558 ) (677,474 ) | |
Schedule of deferred tax assets and liabilities recognized | Depreciation Tax losses Intangible assets Total Deferred tax arising from: At January 1, 2019 135,842 (697,506 ) 1,231,531 669,867 Credited to profit or loss (99,338 ) (449,624 ) (135,778 ) (684,740 ) Exchange differences — (22,735 ) 37,608 14,873 At December 31, 2019 36,504 (1,169,865 ) 1,133,361 — At January 1, 2020 36,504 (1,169,865 ) 1,133,361 — Charged/(credited) to profit or loss 315,514 (2,138,179 ) (134,564 ) (1,957,229 ) Exchange differences 12,727 (39,709 ) 33,057 6,075 At December 31, 2020 364,745 (3,347,753 ) 1,031,854 (1,951,154 ) At January 1, 2021 364,745 (3,347,753 ) 1,031,854 (1,951,154 ) Charged to profit or loss 906,775 1,528,881 94,391 2,530,047 Exchange differences (3,839 ) 9,710 (4,968 ) 903 At December 31, 2021 1,267,681 (1,809,162 ) 1,121,277 579,796 |
Loss per share (Tables)
Loss per share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loss per share | ||
Schedule of basic and diluted loss per share | For the six months ended 2022 2021 Loss Loss for the purposes of basic and diluted earnings per share: – Loss for the period attributable to equity shareholders of the Company (177,163,044 ) (7,855,358 ) Number of shares Weighted-average number of ordinary shares for the purpose of basic and diluted earnings per share 49,616,648 30,396,578 | Year ended December 31, 2021 2020 2019 Loss Earnings for the purposes of basic and diluted loss per share: Loss for the year attributable to equity shareholders of the Company (174,009,273 ) (1,939,689 ) (20,141,991 ) Number of shares Weighted-average number of ordinary shares for the purpose of basic and diluted loss per share 14,596,997 13,176,752 12,891,569 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Schedule of property, plant and equipment | Right-of- Leasehold Fixtures Office and Computer Motor Manufacturing Total Cost: At January 1, 2020 2,635,433 737,558 82,427 2,023,336 380,439 — — 5,859,193 Additions 949,810 493,127 15,756 1,975,977 203,177 174,865 — 3,812,712 Additions through acquisition of a subsidiary (note 18(d)) — — — 3,209 — — — 3,209 Disposals (170,012 ) (27,488 ) — (30,466 ) (1,006 ) — — (228,972 ) Exchange differences (14,162 ) 2,772 (150 ) 54,707 5,042 8,762 — 56,971 At December 31, 2020 and January 1, 2021 3,401,069 1,205,969 98,033 4,026,763 587,652 183,627 — 9,503,113 Additions 5,370,122 2,702,786 23,885 3,834,862 406,613 316,462 1,262,337 13,917,067 Additions through acquisition of a subsidiary — — 26,511 8,912 34,769 — — 70,192 Disposals (137,959 ) — — (702,458 ) (56,005 ) (40,411 ) — (936,833 ) Written off — — (102,101 ) (1,570,248 ) (524,370 ) (2,679 ) (99,656 ) (2,299,054 ) Exchange differences 199,969 (10,333 ) (6,354 ) (15,493 ) (9,116 ) (3,817 ) — 154,856 At December 31, 2021 8,833,201 3,898,422 39,974 5,582,338 439,543 453,182 1,162,681 20,409,341 Accumulated depreciation: At January 1, 2020 1,460,548 697,234 55,257 1,237,558 297,752 — — 3,748,349 Charge for the year 583,835 97,642 15,612 519,982 66,428 8,973 — 1,292,472 Written back on disposals (170,012 ) (25,306 ) — (20,112 ) (1,006 ) — — (216,436 ) Exchange differences (16,900 ) 3 (4 ) 426 1,521 364 — (14,590 ) At December 31, 2020 and January 1, 2021 1,857,471 769,573 70,865 1,737,854 364,695 9,337 — 4,809,795 Charge for the year 1,542,566 693,032 25,697 1,544,258 182,186 123,192 177,184 4,288,115 Written back on disposals (137,959 ) — — (39,020 ) (39,635 ) (6,735 ) — (223,349 ) Written off — — (84,050 ) (1,196,444 ) (360,256 ) (850 ) (7,944 ) (1,649,544 ) Exchange differences 256,698 (3,448 ) 5,414 (115,726 ) 5,494 (1,300 ) — 147,132 At December 31, 2021 3,518,776 1,459,157 17,926 1,930,922 152,484 123,644 169,240 7,372,149 Net book value: At December 31, 2021 5,314,425 2,439,265 22,048 3,651,416 287,059 329,538 993,441 13,037,192 At December 31, 2020 1,543,598 436,396 27,168 2,288,909 222,957 174,290 — 4,693,318 |
Schedule of net book value of right-of-use assets | December 31, Note 2021 2020 Properties leased for own use, carried at depreciated cost (i) 5,261,372 1,529,513 Office equipment, carried at depreciated cost (ii) 53,053 14,085 5,314,425 1,543,598 |
Schedule of analysis of expense items in relation to leases | Year ended December 31, 2021 2020 Depreciation charge of right-of-use assets by class of underlying asset: – Properties leased for own use 1,535,333 575,787 – Office equipment 7,233 8,048 1,542,566 583,835 Interest on lease liabilities (note 6(a)) 205,915 49,400 Expense relating to short-term leases or leases of low-value 1,019,937 429,691 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about intangible assets [abstract] | |
Schedule of intangible assets | Website and Trademark and Products Total Cost: At January 1, 2020 1,073,510 7,238,370 — 8,311,880 Additions through acquisition of a subsidiary (note 32) — 17,619,789 — 17,619,789 Additions 59,287 445 137,427 197,159 Exchange differences 3,144 1,233,967 — 1,237,111 At December 31, 2020 and January 1, 2021 1,135,941 26,092,571 137,427 27,365,939 Additions 221,594 124,267 2,519,454 2,865,315 Exchange differences (6,482 ) (97,532 ) — (104,014 ) At December 31, 2021 1,351,053 26,119,306 2,656,881 30,127,240 Website and Trademark and Products Total Accumulated amortization: At January 1, 2020 776,289 1,265,314 — 2,041,603 Charge for the year 267,932 861,815 3,817 1,133,564 Exchange differences — 95,272 — 95,272 At December 31, 2020 and January 1, 2021 1,044,221 2,222,401 3,817 3,270,439 Charge for the year 65,365 2,503,477 489,685 3,058,527 Exchange differences (94 ) (27,914 ) — (28,008 ) At December 31, 2021 1,109,492 4,697,964 493,502 6,300,958 Net book value: At December 31, 2021 241,561 21,421,342 2,163,379 23,826,282 At December 31, 2020 91,720 23,870,170 133,610 24,095,500 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of reconciliation of changes in goodwill [abstract] | ||
Summary of goodwill | $ At January 1, 2020 3,854,199 Exchange differences 138,808 At December 31, 2020 and January 1, 2021 3,993,007 Exchange differences (14,942 ) At December 31, 2021 3,978,065 | |
Summary of goodwill balance allocated to the CGUs | December 31, 2021 2020 Prevention EMEA within the Prevention segment 855,284 858,497 Diagnostics EMEA within the Diagnostics segment 3,122,781 3,134,510 3,978,065 3,993,007 December 31, 2021 2020 CGU Prevention EMEA Pre-tax discount rate 16.0 % 16.9 % Terminal value growth rate 3.0 % 3.0 % Average revenue growth rate 24.4 % 28.6 % CGU Diagnostics EMEA Pre-tax discount rate 13.7 % 16.9 % Terminal value growth rate 3.0 % 3.0 % Average revenue growth rate 18.4 % 20.1 % |
Investments in subsidiaries (Ta
Investments in subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of subsidiaries [abstract] | |
Schedule of list of particulars of subsidiaries | Name of company Place of Particulars of Group’s Held Principal activity Prenetics Pte. Ltd. Singapore SGD10 100% 100% Provision of Prenetics EMEA Limited United Kingdom GBP76,765.81 100% 100% Genetic and Prenetics Innovation Labs Private Limited India INR500,000 100% 100% Provision of Oxsed Limited (note 32) United Kingdom GBP1 100% 100% Genetic and |
Interest in joint venture (Tabl
Interest in joint venture (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of joint ventures [abstract] | |
Summary of reconciliation to the carrying amount of the joint venture | December 31, 2021 2020 Share of net assets of a joint venture (note (a)) — 570,704 Less: Provision for impairment (note (b)) — (570,704 ) — — (a) Details of the Group’s interest in the joint venture as at December 31, 2020, which is accounted for using the equity method in the consolidated financial statements, are as follows: Name of joint venture Form of Place of Particulars Group’s Held Principal Beijing CircleDNA Gene Technology Co., Ltd* Incorporated Beijing, the PRC RMB65,000,000 44.07 % 45 % Genetic testing * English name for identification only Summarized financial information of Beijing CGT, adjusted for any differences in accounting policies, and a reconciliation to the carrying amount in the consolidated financial statements, are disclosed below: December 31, 2021 2020 Gross amounts of Beijing CGT Current assets — 1,544,034 Non-current assets — 52,962 Current liabilities — (328,765 ) Equity — 1,268,231 Included in the above assets and liabilities: Cash and cash equivalents — 1,164,683 Current financial liabilities (excluding trade and other payables and provisions) — 109,814 Year ended December 31, 2021** 2020 Revenue 191,094 608,086 Loss for the year (805,639 ) (2,518,491 ) Other comprehensive income 31,351 98,005 Total comprehensive income (774,288 ) (2,420,486 ) Included in the above loss: Depreciation and amortization 929 18,512 Interest income 1,885 5,983 Interest expense — (371 ) Reconciled to the Group’s interest in Beijing CGT Gross amounts of joint venture’s net assets — 1,268,231 Equity interest 0 % 45 % Group’s share of joint venture’s net assets — 570,704 Carrying amount of the Group’s interest — 570,704 ** The column shows Beijing CGT’s results for the period from January 1, 2021 to November 26, 2021. (b) As at December 31, 2020, the Group assessed the recoverable amount of its equity interest in Beijing CGT and based on such assessment, the carrying amount of the interest in joint venture was written down to its recoverable amount of nil, which was determined based on the value in use. Impairment loss of $570,704 was recognized in the consolidated statement of profit or loss and other comprehensive income under “other income and other net gain/(losses)” (see note 5). |
Other non-current assets (Table
Other non-current assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Miscellaneous non-current assets [abstract] | |
Schedule of other non-current assets | December 31, 2021 2020 Deposits and prepayments 693,548 193,582 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Classes of current inventories [abstract] | |
Schedule of inventories | December 31, 2021 2020 Consumables and reagent 4,404,959 3,870,493 Finished goods 2,424,267 627,084 6,829,226 4,497,577 |
Schedule of inventories recognized as an expense | December 31, 2021 2020 Carrying amount of inventories sold (note 6(c)) 52,701,330 10,412,753 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Trade and other receivables [abstract] | ||
Schedule of trade and other receivables | June 30, $ December 31, $ Current Trade receivables, net of loss allowance 42,634,854 47,041,538 Deferred expenses (note) 4,553,370 — Deposits 1,074,059 955,854 Prepayments 9,633,488 6,450,343 Other receivables 855,781 411,559 58,751,552 54,859,294 Non-current Deferred expenses (note) 8,538,212 — 67,289,764 54,859,294 All of the trade and other receivables are expected to be recovered or recognized as expense within one year. Trade receivables are due within 30 to 60 days from the date of billing. | December 31, 2021 2020 Trade receivables, net of loss allowance 47,041,538 22,990,727 Deposit 955,854 314,715 Prepayments 6,450,343 578,075 Other receivables 411,559 798,772 54,859,294 24,682,289 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents [abstract] | |
Schedule of cash and cash equivalents | December 31, 2021 $ 2020 $ Cash at bank 35,288,761 14,439,690 Cash on hand 191 50,190 Cash and cash equivalents 35,288,952 14,489,880 |
Schedule of reconciliation of liabilities arising from financing activities | Lease At January 1, 2019 1,710,294 Changes from financing cash flows: Capital element of lease rentals paid (503,585 ) Interest element of lease rentals paid (64,107 ) Total changes from financing cash flows (567,692 ) Other changes: Increase in lease liabilities from entering into new leases 124,264 Interest expenses (note 6(a)) 64,107 Total other changes 188,371 At December 31, 2019 1,330,973 Lease Convertible Preference Amounts Total At January 1, 2020 1,330,973 — — 177,459 1,508,432 Changes from financing cash flows: Proceeds from issuance of convertible securities — 12,499,363 — — 12,499,363 Capital element of lease rentals paid (610,926 ) — — — (610,926 ) Interest element of lease rentals paid (49,400 ) — — — (49,400 ) Increase in amounts due to shareholders — — — 4,477 4,477 Total changes from financing cash flows (660,326 ) 12,499,363 — 4,477 11,843,514 Lease Convertible Preference Amounts Total Other changes: Increase in lease liabilities from entering into new leases 949,810 — — — 949,810 Interest expenses (note 6(a)) 49,400 — — — 49,400 Fair value loss on convertible securities (note 25) — 2,846,750 — — 2,846,750 Vesting of shares under the Restricted Share Scheme — — — (48,622 ) (48,622 ) Total other changes 999,210 2,846,750 — (48,622 ) 3,797,338 At December 31, 2020 1,669,857 15,346,113 — 133,314 17,149,284 Lease Convertible Preference Amounts Total At January 1, 2021 1,669,857 15,346,113 — 133,314 17,149,284 Changes from financing cash flows: Proceeds from issuance of convertible securities — 4,980,718 — — 4,980,718 Proceeds from issuance of preference shares liabilities — — 25,970,000 — 25,970,000 Capital element of lease rentals paid (1,299,031 ) — — — (1,299,031 ) Interest element of lease rentals paid (205,915 ) — — — (205,915 ) Decrease in amounts due to shareholders — — — (128,797 ) (128,797 ) Total changes from financing cash flows (1,504,946 ) 4,980,718 25,970,000 (128,797 ) 29,316,975 Lease Convertible Preference Amounts Total Other changes: Increase in lease liabilities from entering into new leases 4,896,384 — — — 4,896,384 Interest expenses (note 6(a)) 205,915 — — — 205,915 Fair value loss on convertible securities (note 25) — 29,054,669 — — 29,054,669 Fair value loss on preference shares liabilities (note 26) — — 125,398,798 — 125,398,798 Changes in the carrying amount of preference shares liabilities (note 26) — — 5,009,847 — 5,009,847 Reclassification of Series A, Series B and Series C preference shares from equity — — 279,832,806 — 279,832,806 Fair value recognized in other reserve due to amendment of terms (note 25) — 811,819 — — 811,819 Converted to Series D preference shares of the Company (note 25) — (50,193,319 ) 50,193,319 — — Vesting of shares under the Restricted Share Scheme — — — (4,517 ) (4,517 ) Total other changes 5,102,299 (20,326,831 ) 460,434,770 (4,517 ) 445,205,721 At December 31, 2021 5,267,210 — 486,404,770 — 491,671,980 |
Schedule of total cash outflow for leases | Year ended December 31, 2021 2020 2019 Within operating cash flows (1,019,937 ) (429,691 ) (125,770 ) Within financing cash flows (1,504,946 ) (660,326 ) (567,592 ) (2,524,883 ) (1,090,017 ) (693,362 ) |
Summary of net cash outflow arising from the acquisition of a subsidiary | $ Intangible assets (note 10) 17,619,789 Property, plant and equipment (note 9) 3,209 Trade receivables 8,031 Other receivables 227,082 Inventories 204,495 Cash and cash equivalents 347,761 Trade payables (968,089 ) Accrued expenses (68,478 ) Total identifiable net assets acquired 17,373,800 $ Satisfied by: Cash consideration 3,277,294 Issuance of exchange loan notes 12,870,723 Deferred consideration 1,225,783 17,373,800 Net cash outflow arising from the Acquisition: Cash consideration paid (3,277,294 ) Less: cash and cash equivalents acquired 347,761 (2,929,533 ) |
Financial assets at fair valu_2
Financial assets at fair value through profit or loss (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Financial assets designated as measured at fair value through profit or loss [abstract] | ||
Schedule of financial assets at fair value through profit or loss | June 30, December 31, Financial assets measured at FVPL – Unlisted securities 26,746,657 9,906,000 | December 31, 2021 2020 Financial assets measured at FVPL — Unlisted securities (i) 9,906,000 — 9,906,000 — |
Schedule of movements in balance | June 30, December 31, At January 1 9,906,000 — Additions during the period 18,500,000 10,000,000 Change in fair value recognized in profit or loss (1,659,343 ) (94,000 ) At June 30 and December 31 26,746,657 9,906,000 | Movement of the balance during the year ended December 31, 2021 is as follow: 2021 2020 At January 1 — — Additions during the year 10,000,000 — Fair value loss on financial assets at fair value through profit or loss (94,000 ) — At December 31 9,906,000 — |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Artisan [Member] | |
Disclosure Of Reverse Recapitalization [Line Items] | |
Summary of fair value of Artisan's identifiable net assets acquired | $ $ Fair value of Artisan’s identifiable net assets acquired comprising 23,599,605 Prepayments 538,315 Cash and cash equivalent 30,363,822 Accrued expenses (231,109 ) Warrants liabilities (note (i)) (6,186,423 ) Derivative liabilities (note (ii)) (885,000 ) Less: Fair value of consideration comprising: 14,523,244 Company’s Class A ordinary shares (113,146,206 ) Share-based payment on listing (89,546,601 ) Notes: (i) The warrants acquired include the warrants issued by Artisan to Artisan’s public investors and Artisan LLC, the sponsor. (ii) Prior to the initial public offering of Artisan, institution investors (“FPA Investors”) agreed to purchase an aggregate of 6,000,000 Class A ordinary shares of Artisan and 1,500,000 redeemable warrants of Artisan at a price of $10 per Class A ordinary share and 1 4 warrant The Reverse Recapitalization has also involved the following transactions: |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued expenses and other current liabilities | ||
Schedule of accrued expenses and other current liabilities | June 30, December 31, Accrued staff costs 1,516,782 1,763,099 Accrued expenses 6,676,852 12,131,214 Accrued professional fee 660,400 11,877,996 Value added tax payable — 1,893,190 Deposit liabilities 769,187 2,690,842 Other payables and accruals 5,112,766 5,923,957 14,735,987 36,280,298 | December 31, 2021 2020 Accrued staff costs 1,763,099 2,285,566 Accrued expenses 12,131,214 1,892,119 Accrued professional fee 11,877,996 373,441 Value added tax payable 1,893,190 1,819,578 Deposit liabilities 2,690,842 1,215,761 Other payables and accruals 5,923,957 1,343,030 36,280,298 8,929,495 |
Contract liabilities (Tables)
Contract liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contract liabilities [abstract] | |
Schedule of contract liabilities | December 31, 2021 2020 Contract liabilities 9,587,245 7,054,586 Movement in contract liabilities is as follows: $ Balance at January 1, 2020 5,569,004 Decrease in contract liabilities as a result of recognizing revenue (5,012,911 ) Increase in contract liabilities as a result of receiving sales deposit/non-refundable consideration from contract customer 6,498,493 Balance at December 31, 2020 and January 1, 2021 7,054,586 Decrease in contract liabilities as a result of recognizing revenue (3,204,988 ) Increase in contract liabilities as a result of receiving sales deposit/non-refundable consideration from contract customer 5,737,647 Balance at December 31, 2021 9,587,245 |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lease liabilities [abstract] | |
Schedule of remaining contractual maturities of the lease liabilities | December 31, 2021 2020 Within 1 year 1,666,978 865,283 After 1 year but within 2 years 1,191,547 543,036 After 2 years but within 5 years 1,298,897 261,538 After 5 years 1,109,788 — 3,600,232 804,574 Total 5,267,210 1,669,857 |
Convertible securities (Tables)
Convertible securities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible securities | ||
Schedule of convertible securities | 2021 At January 1 15,346,113 Proceeds from issuance of convertible securities 4,980,718 Changes in fair value recognized in profit or loss 29,054,669 Changes in fair value recognized in other reserve due to amendment of terms 811,819 Converted to Series D preference shares of PHCL (50,193,319 ) — | 2021 2020 At January 1 15,346,113 — Proceeds from issuance of convertible securities 4,980,718 12,499,363 Changes in fair value recognized in profit or loss 29,054,669 2,846,750 Changes in fair value recognized in other reserve due to amendment of terms 811,819 — Converted to Series D preference shares of the Company (note 26) (50,193,319 ) — At December 31 — 15,346,113 |
Preference shares liabilities (
Preference shares liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of financial liabilities [abstract] | ||
Schedule of movements in preference shares liabilities | The movements of preference shares during the six months ended June 30, 2022 and the year ended December 31, 2021 are as follows: Present value Conversion Total At January 1, 2021 — — — Reclassification of Series A, Series B and Series C preference shares from equity 25,433,864 254,398,942 279,832,806 Conversion of convertible securities to Series D preference shares (note 14) 11,974,503 38,218,816 50,193,319 Issuance of Series E preference shares 18,954,939 7,015,061 25,970,000 Changes in the carrying amount of preference shares liabilities 5,009,847 — 5,009,847 Changes in fair value recognized in profit or loss — 125,398,798 125,398,798 At December 31, 2021 and January 1, 2022 61,373,153 425,031,617 486,404,770 Changes in the carrying amount of preference shares liabilities 3,752,758 — 3,752,758 Changes in fair value recognized in profit or loss — 60,091,353 60,091,353 Reclassification to share capital and share premium upon listing (65,125,911 ) (485,122,970 ) (550,248,881 ) At June 30, 2022 — — — | The movements of preference shares during the year ended December 31, 2021 are as follows: Present Conversion Total At January 1, 2020, December 31, 2020 and January 1, 2021 — — — Reclassification of Series A, Series B and Series C preference shares from equity 25,433,864 254,398,942 279,832,806 Conversion of convertible securities to Series D preference shares (note 25) 11,974,503 38,218,816 50,193,319 Issuance of Series E preference shares 18,954,939 7,015,061 25,970,000 Changes in the carrying amount of preference shares liabilities (note 6(a)) 5,009,847 — 5,009,847 Changes in fair value recognized in profit or loss — 125,398,798 125,398,798 At December 31, 2021 61,373,153 425,031,617 486,404,770 |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrant Liabilities [Abstract] | |
Summary of Movement in Warrant Liabilities | Movement of the balance during the six months ended June 30, 2022 is as follow: 2022 At January 1 — Assumption of warrant upon the Reverse Recapitalization 6,186,423 Issuance of warrant during the period 585,000 Change in fair value recognized in profit or loss 1,539,577 At June 30 8,311,000 |
Share capital (Tables)
Share capital (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Miscellaneous equity [abstract] | ||
Summary of issued share capital | (a) Movement in ordinary shares of PHCL Authorized and issued share capital June 30, 2022 December 31, 2021 Note No. of shares $ No. of shares $ Authorized ordinary shares of $1 / $0.0001 each (ii) 50,000 50,000 500,000,000 50,000 Ordinary shares, issued and fully paid: As of the beginning of the period/year 14,932,033 1,493 14,543,817 15,348,379 Reclassification to share premium arising from the restructuring (ii) — — — (15,348,379 ) Shares issued (iii) 1 1 388,216 39 Exchange for Prenetics Ordinary Shares as part of Reverse Recapitalization (vii) (14,932,033 ) (1,493 ) — — At the end of the period/year (v) 1 1 14,932,033 1,493 Series A preference shares, issued and fully paid: As of the beginning of the period/year — — 4,154,726 2,296,598 Reclassification to preference shares liabilities (iii) — — (4,154,726 ) (2,296,598 ) At the end of the period/year — — — — Series B preference shares, issued and fully paid: As of the beginning of the period/year — — 5,338,405 5,554,173 Reclassification to preference shares liabilities (iii) — — (5,338,405 ) (5,554,173 ) At the end of the period/year — — — — Series C preference shares, issued and fully paid: As of the beginning of the period/year — — 10,532,116 30,040,000 Reclassification to preference shares liabilities (iii) — — (10,532,116 ) (30,040,000 ) At the end of the period/year — — — — Total share capital 1 1,493 Notes: (i) The Ordinary Shareholders are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of PHCL. All ordinary shares rank equally with regard to the Group’s residual assets. (ii) At December 31, 2021, the authorized share capital of PHCL is $50,000 divided into 500,000,000 shares with a par value of $0.0001 each. As specified in the written plan of merger approved by special resolution of the shareholders of PHCL at an extraordinary general meeting of the shareholders of PHCL on May 6, 2022, the authorized share capital of PHCL was redesignated to $50,000 divided into 50,000 ordinary shares of a par value of $1 each. Prior to the restructuring, the share capital of Prenetics HK represent the full consideration amount as in accordance with section 135 of the Hong Kong Companies Ordinance, the ordinary shares of the PHCL do not have a par value. Upon the restructuring, the consolidated financial statements of PHCL is presented as a continuation of the consolidated financial statements of Prenetics HK except for the capital structure, where the share capital would reflect the par value with the excess recorded as share premium. (iii) On November 11, 2021, 388,216 ordinary shares valued at $1,778,029 were issued upon the conversion of the exchange loan notes by the then-shareholders of Oxsed Limited. On May 18, 2022, 1 ordinary share valued at $1 was issued upon the closing of the Acquisition Merger. (iv) On June 16, 2021, Series A preference shares, Series B preference shares and Series C preference shares of Prenetics HK were reclassified to the preference shares of PHCL, which are classified as liabilities as a result of the corporate restructuring. (v) At December 31, 2021, the entire amount standing to the reclassification to share premium at $17,126,369 due to the Group’s restructuring. (vi) At December 31, 2021, 1,543 ordinary shares have not been issued to one of the shareholders until certain statutory procedures were completed in March 2022. (vii) On May 18, 2022, the ordinary shares of PHCL were canceled in exchange for the right to receive Class A or Class B ordinary shares of the Company equal to the exchange ratio of 2.03 for each ordinary share of PHCL. | 2021 2020 Note No. of shares $ No. of shares $ Authorized ordinary shares of $0.0001 each (ii ) 500,000,000 50,000 — — Ordinary shares of $0.0001 each/ ordinary shares, issued and fully paid: At the beginning of the year 14,543,817 15,349,833 12,891,569 7,800,575 Reclassification to share premium arising from the restructuring (ii ) — (15,348,379 ) — — Shares issued (iii ) 388,216 39 1,652,248 7,549,258 At the end of the year (v ) 14,932,033 1,493 14,543,817 15,349,833 Series A preference shares, issued and fully paid: At the beginning of the year 4,154,726 2,296,598 4,154,726 2,296,598 Reclassification to preference shares liabilities (iii ) (4,154,726 ) (2,296,598 ) — — At the end of the year — — 4,154,726 2,296,598 Series B preference shares, issued and fully paid: At the beginning of the year 5,338,405 5,554,173 5,338,405 5,554,173 Reclassification to preference shares liabilities (iii ) (5,338,405 ) (5,554,173 ) — — At the end of the year — — 5,338,405 5,554,173 Series C preference shares, issued and fully paid: At the beginning of the year 10,532,116 30,040,000 10,532,116 30,040,000 Reclassification to preference shares liabilities (iii ) (10,532,116 ) (30,040,000 ) — — At the end of the year — — 10,532,116 30,040,000 Total share capital 1,493 53,240,604 Notes: (i) The holders of ordinary shares (the “Ordinary Shareholders”) are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Group’s residual assets. (ii) The authorized share capital of the Company is $50,000 divided into 500,000,000 shares with a par value of $0.0001 each. Prior to the restructuring, the share capital of Prenetics HK represent the full consideration amount as in accordance with section 135 of the Hong Kong Companies Ordinance, the ordinary shares of the Company do not have a par value. Upon the restructuring, the Company’s consolidated financial statements is presented as a continuation of the consolidated financial statements of Prenetics HK except for the capital structure, where the share capital would reflect the par value with the excess recorded as share premium. (iii) On October 29, 2020, 1,652,248 ordinary shares valued at $7,549,258 (equivalent to HKD58,884,214) were issued upon the conversion of the exchange loan notes by the then-shareholders of Oxsed Limited. On November 11, 2021, 388,216 ordinary shares valued at $1,778,029 were issued upon the conversion of the exchange loan notes by the then-shareholders of Oxsed Limited. (iv) On June 16, 2021, Series A preference shares, Series B preference shares and Series C preference shares of Prenetics HK were reclassified to the Company’s preference shares, which are classified as liabilities as a results of the corporate restructuring as disclosed in note 26. (v) As at December 31, 2021, the entire amount standing to the reclassification to share premium at $17,126,369 due to the Group’s restructuring. (vi) As at December 31, 2021, 1,543 ordinary shares have not been issued to one of the shareholders until certain statutory procedures were completed in March 2022. |
Disclosure In Tabular Form Of Details Of Authorized Common Stock And Issued And Fully Paid Up Capital | (b) Movement in ordinary shares of the Company Authorized and issued share capital June 30, 2022 Note No. of shares $ Authorized Class A ordinary shares of $0.0001 each (i) 450,000,000 45,000 Authorized Class B ordinary shares of $0.0001 each (i) 50,000,000 5,000 500,000,000 50,000 Class A ordinary shares, issued and fully paid: As of the beginning of the period — — Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization 17(a)(vii) 101,265,915 10,127 At the end of the period (ii) 101,265,915 10,127 Class B ordinary shares, issued and fully paid: As of the beginning of the period — — Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization 17(a)(vii) 9,713,864 971 At the end of the period (iii) 9,713,864 971 Total share capital 11,098 Notes: (i) The authorized share capital of the Company is $50,000 divided into 500,000,000 shares with a par value of $0.0001 each, of which (i) 450,000,000 shall be designated as Class A Ordinary Shares; (ii) 50,000,000 shall be designated as convertible Class B Ordinary Shares. The share capital would reflect the par value with the excess recorded as share premium. (ii) Class A ordinary shareholders are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Group’s residual assets. (iii) Class B ordinary shareholders are entitled to receive dividends as declared from time to time and are entitled to twenty vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Group’s residual assets. |
Equity settled share-based tr_2
Equity settled share-based transactions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Schedule of details of the share options outstanding | Number of Share options granted to directors 8,631,256 Share options granted to employees 1,311,394 Share options granted to third parties (note) 814,746 10,757,396 | |
Schedule of number and weighted average exercise prices of share options | 2021 2020 Weighted average Number of Weighted average Number of Outstanding at the beginning of the year 0.01 10,757,396 0.01 10,527,131 Forfeited during the year 0.01 (6,176 ) 0.01 (18,708 ) Cancelled during the year — — — (12,304 ) Rolled up to restricted share units (10,751,220 ) — Granted during the year — — 0.01 261,277 Outstanding at the end of the year — — 0.01 10,757,396 Exercisable at the end of the year — — 0.01 10,366,802 | |
Schedule of fair value of share options and assumptions | 2020 Fair value of share options and key assumptions Fair value at measurement date $4.11 – $5.49 Share price $4.12 – $5.50 Exercise price $0.01 Expected volatility 51.97% – 88.74% Expected option life 1.5 years – 2 years Expected dividends 0% Risk-free interest rate (based on 5-year HKSAR government bonds) 0.090% – 0.805% Likelihood of achieving a redemption event — Likelihood of achieving a liquidity event 70% | |
Schedule of details of the restricted share units outstanding | Number of instruments Restricted share units granted to directors 11,900,009 Restricted share units granted to employees 2,033,151 Restricted share units granted to third parties 815,057 14,748,217 | |
Schedule of fair value of RSUs and assumptions | For the six months ended Fair value of RSU and key assumptions Fair value at measurement date $ 13.89 Share price $ 13.89 Exercise price $ 0.01 Expected volatility 41.03 % Expected option life 1 year Expected dividends 0 % Risk-free interest rate 1 % Likelihood of achieving a redemption event 5 % Likelihood of achieving a liquidity event 5 % | 2021 Fair value of restricted share units and key assumptions Fair value at measurement date $13.89 – $18.91 Share price $13.89 – $18.91 Exercise price $0.01 Expected volatility 41.03% – 44.26% Expected option life 1 year Expected dividends 0% Risk-free interest rate (based on 5-year HKSAR government bonds) 1% – 1.13% Likelihood of achieving a redemption event 5% Likelihood of achieving a liquidity event 5% |
Restricted shares | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Schedule of movement of restricted shares granted based on the restrictions and vesting conditions | 2021 2020 Unvested restricted shares subject to claw-back, at January 1 451,682 5,313,900 Vested and not subject to claw-back during the year (451,682 ) (4,862,218 ) Unvested restricted shares subject to claw-back, at December 31 — 451,682 | |
Restricted Share Units | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Schedule of movement of restricted shares granted based on the restrictions and vesting conditions | 2021 2020 Weighted average Number of Weighted average Number of Outstanding at the beginning of the year 0.01 — — — Rolled up from options 0.01 10,751,220 — — Granted during the year 0.01 3,996,997 — — Outstanding at the end of the year 0.01 14,748,217 — — Exercisable at the end of the year 0.01 — — — |
Fair values of financial inst_2
Fair values of financial instruments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Financial risk management and fair values of financial instruments | ||
Schedule of movement in the loss allowance account in respect of trade receivable | Movement in the loss allowance account in respect of trade receivable during the years ended December 31, 2021 and 2020 is as follows: 2021 2020 Balance at January 1 411,059 22,490 Impairment losses recognized during the year 110,114 386,387 Exchange differences (2,205 ) 2,182 Balance at December 31 518,968 411,059 | |
Schedule of remaining contractual maturities at the end of the reporting period of the non-derivative financial liabilities and derivative financial liabilities, which are based on contractual undiscounted cash flows | Contractual undiscounted cash outflow Within 1 year Between 1 and 2 More than Total Carrying amount As at December 31, 2021 Liabilities Trade payables 9,979,726 — — 9,979,726 9,979,726 Accrued expenses and other current liabilities 36,280,298 — — 36,280,298 36,280,298 Lease liabilities 1,921,466 1,743,456 2,316,248 5,981,170 5,267,210 Preference share liabilities –redemption amount — — 123,556,616 123,556,616 61,373,153 Total liabilities 48,181,490 1,743,456 125,872,864 175,797,810 112,900,387 Contractual undiscounted cash outflow Within 1 year Between 1 and 2 More than Total Carrying amount As at December 31, 2020 Liabilities Trade payables 13,436,941 — — 13,436,941 13,436,941 Accrued expenses and other current liabilities 8,930,905 — — 8,930,905 8,930,905 Deferred consideration 1,358,189 — — 1,358,189 1,304,588 Convertible securities 12,499,363 — — 12,499,363 15,346,113 Lease liabilities 919,031 567,863 267,852 1,754,746 1,669,857 Amounts due to shareholders 133,314 — — 133,314 133,314 Total liabilities 37,277,743 567,863 267,852 38,113,458 40,821,718 | |
Schedule of amounts for the exposure to currency risk | December 31, 2021 USD RMB Trade receivables 373,889 — Deposits and prepayments 3,899,656 4,500,406 Cash and cash equivalents 1,231,648 14 Trade payables (2,112,494 ) (6,113,239 ) Accrued expenses and other current liabilities (11,420,246 ) (107 ) Net exposure to currency risk (8,027,547 ) (1,612,926 ) December 31, 2020 USD RMB Trade receivables 169 — Other receivables — 290 Amount due from a shareholder 192 — Amount due from a joint venture — 180,825 Cash and cash equivalents 3,503,003 1,450 Trade payables (109,390 ) (4,666,840 ) Net exposure to currency risk 3,393,974 (4,484,275 ) | |
Schedule of sensitivity analysis | 2021 2020 Increase/ Effect on profit Increase/ Effect on profit USD 1 % (67,269 ) 1 % 27,206 (1 )% 67,269 (1 )% (27,206 ) RMB 1 % (13,468 ) 1 % (37,444 ) (1 )% 13,468 (1 )% 37,444 | |
Schedule of fair value measurements | Fair value measurements at Fair value at $ Level 1 Level 2 Level 3 $ Recurring fair value measurements Asset: Financial assets at fair value through profit or loss: – Unlisted securities 26,746,657 — — 26,746,657 Liability: Warrant liabilities 8,311,000 — — 8,311,000 Fair value measurements at Fair value at Level 1 Level 2 Level 3 Recurring fair value measurements Asset: Financial assets at fair value through profit or loss: – Unlisted securities 9,906,000 — — 9,906,000 Liability: Preference shares liabilities – conversion feature 425,031,617 — — 425,031,617 | Fair value at Fair value measurements as at Level 1 Level 2 Level 3 Recurring fair value measurements Assets: Financial assets at fair value through profit or loss: 9,906,000 — — 9,906,000 – Unlisted securities Liabilities: Preference shares liabilities – conversion feature 425,031,617 — — 425,031,617 Fair value at Fair value measurements as at Level 1 Level 2 Level 3 Recurring fair value measurements Liabilities: Convertible securities 15,346,113 — — 15,346,113 |
Schedule of information about Level 3 fair value measurements | Type Valuation technique Significant unobservable Inter-relationship between Financial assets at fair value through profit or loss Adjusted net asset value Underlying assets’ value The estimated fair value would increase if the underlying assets’ value is higher Preference shares liabilities – conversion feature Discounted cash flow and equity allocation method: the conversion feature is measured by deducting the present value of the expected redemption amount from the fair value of the preferred shares. The fair value of the preference shares is determined by applying the equity allocation method to the total equity value of the Group estimated based on the net present value of future cash flows. Risk-adjusted discount rate adopted in the discounted cashflow method for the valuation of equity interest: 15.90% Discount for lack of marketability: 12% Expected volatility adopted in the equity allocation method: 41.03% The estimated fair value would increase (decrease) if: • the risk-adjusted discount rate was lower (higher); • the discount for lack of marketability was lower (higher); or • the expected volatility was higher (lower) Warrant liabilities Binominal option pricing model Risk free rate: 3.10% Expected volatility: 33.38% The estimated fair value would increase (decrease) if: • risk free rate was higher (lower) • the expected volatility was higher (lower) | Type Valuation technique Significant unobservable inputs Inter-relationship between Financial assets at fair value through profit or loss Adjusted net asset value Underlying assets’ value The estimated fair value would increase if the underlying assets’ value is higher. Preferred shares liabilities – conversion feature Discounted cash flow and equity allocation method: • risk-adjusted discount rate adopted in the discounted cashflow method for the valuation of equity interest: 15.90% The estimated fair value would increase (decrease) if: • the risk-adjusted discount rate were lower (higher); Type Valuation technique Significant unobservable inputs Inter-relationship between amount from the fair value of the preferred shares. The fair value of the preferred shares is determined by applying the equity allocation method to the total equity value of the Group estimated based on the net present value of future cash flows. • discount for lack of marketability: 12% • expected volatility adopted in the equity allocation method: 41.03% • the discount for lack of marketability were lower (higher); or • the expected volatility were higher (lower) Convertible securities Discounted cash flow and binomial tree pricing model • risk-adjusted discount rate adopted in the discounted cashflow method for the valuation of equity interest: 15.90% • expected volatility 40.60% The estimated fair value would increase (decrease) if: • the risk-adjusted discount rate were lower (higher); or • the expected volatility were higher (lower) |
Schedule of changes in the Group's loss if there is an change in the significant unobservable inputs used | The following table indicates instantaneous changes in the Group’s loss if there is an increase/decrease in the significant unobservable inputs used in the valuation of warrant liabilities, assuming all other variables remain constant. June 30, 2022 Significant unobservable inputs Increase/ (decrease) in inputs % Increase/ (decrease) on the Group’s loss $ Risk free rate 5 100 (5 ) (99 ) Expected volatility 5 852 (5 ) (849 ) The following table indicates instantaneous changes in the Group’s loss if there is an increase/decrease in the significant unobservable inputs used in the valuation of December 31, 2021 Significant unobservable inputs Increase/ (decrease) in inputs Increase/ (decrease) on loss Risk-adjusted discount rate 5 (48,370,219 ) (5 ) 55,767,113 Discount for lack of marketability 5 (1,795,038 ) (5 ) 1,795,061 Expected volatility 5 84,785 (5 ) (89,520 ) | December 31, 2021 Significant unobservable inputs Increase/ Increase/ Risk-adjusted discount rate 5 (48,370,219 ) (5 ) 55,767,113 Discount for lack of marketability 5 (1,795,038 ) (5 ) 1,795,061 Expected volatility 5 84,785 (5 ) (89,520 ) |
Related party transactions (Tab
Related party transactions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related party transactions | ||
Schedule of transactions with other related parties | For the six months ended 2022 2021 Services provided by a company with control from a director of the Company 30,664 49,421 Purchase from a joint venture — 53,981 | Year ended December 31, 2021 2020 2019 Sales to a shareholder — 16,950 393,342 Purchase from a joint venture 53,981 21,119 5,590 Services provided by a company with control from a director 90,353 — — Legal and professional fee paid on behalf of related companies 9,060 — — |
Significant accounting polici_4
Significant accounting policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Significant accounting policies | ||
Net current liabilities | $ 400,894,913 | |
Gain or loss on change in interests in a subsidiary | $ 0 | |
Equity interest in joint venture, when share of losses exceeds its interest | $ 0 |
Significant accounting polici_5
Significant accounting policies Property - plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold improvements [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 4 years |
Fixtures and fittings [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 5 years |
Office equipment [member] | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Office equipment [member] | Top of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 5 years |
Computer equipment [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Motor vehicles [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Manufacturing equipment | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Significant accounting polici_6
Significant accounting policies - Intangible assets (other than goodwill) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Website and mobile apps | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful lives | 2 years |
Trademark and technology | Bottom of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful lives | 10 years |
Trademark and technology | Top of range [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful lives | 20 years |
Products development cost | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful lives | 3 years |
Significant accounting polici_7
Significant accounting policies - Additional Information (other than goodwill) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
IFRS Statement [Line Items] | ||
Revenue recognition, expected service period | 5 years | |
Period of unconditional right of return of unopened Circle HealthPod | 30 days | |
Threshold period for registering purchase for warranty Circle HealthPod | 30 days | |
Breakage revenue from unreturned kits | $ 347,894 | $ 3,325,906 |
Bottom of range [member] | ||
IFRS Statement [Line Items] | ||
Consideration refundable period from the date of delivery passed, deposit liabilities | 5 days | |
Consideration refundable period from the date of delivery, services upfront | 5 days | |
Sample return period | 3 months | |
Top of range [member] | ||
IFRS Statement [Line Items] | ||
Consideration refundable period from the date of delivery passed, deposit liabilities | 30 days | |
Consideration refundable period from the date of delivery, services upfront | 30 days | |
Sample return period | 6 months |
Segment information - Results o
Segment information - Results of each reportable segment (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Disclosure of operating segments [line items] | |||||
Number of reportable segments | segment | 2 | 2 | |||
Revenue | $ 143,760,317 | $ 136,477,480 | $ 275,852,753 | $ 65,179,515 | $ 9,233,089 |
Gross profit | 57,732,758 | 56,626,091 | 106,131,211 | 26,344,819 | 2,715,294 |
Prevention | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 7,685,728 | 8,001,423 | 16,571,535 | 14,264,972 | 9,233,089 |
Gross profit | 2,952,344 | 3,684,918 | 7,546,593 | 6,332,833 | 3,545,335 |
Diagnostics | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 136,074,589 | 128,476,057 | 259,281,218 | 50,914,543 | |
Gross profit | 55,777,344 | 53,849,539 | 100,125,889 | 20,983,200 | |
Unallocated | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 0 | 0 | |||
Gross profit | $ (996,930) | $ (908,366) | $ (1,541,271) | $ (971,214) | $ (830,041) |
Segment information - Revenue (
Segment information - Revenue (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of geographical areas [line items] | |||||
Revenue | $ 143,760,317 | $ 136,477,480 | $ 275,852,753 | $ 65,179,515 | $ 9,233,089 |
Non-current assets | 41,535,087 | 32,975,407 | 12,396,325 | ||
Non-current assets | 47,065,365 | 41,535,087 | |||
HONG KONG | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 94,087,178 | 68,843,553 | 124,926,420 | 35,411,518 | 4,155,830 |
Non-current assets | 10,993,322 | 3,419,570 | 2,219,826 | ||
Non-current assets | 19,941,988 | 10,993,322 | |||
UNITED KINGDOM | |||||
Disclosure of geographical areas [line items] | |||||
Revenue | 49,673,139 | $ 67,633,927 | 150,926,333 | 29,767,997 | 5,077,259 |
Non-current assets | 30,334,739 | 29,510,377 | 10,115,781 | ||
Non-current assets | 26,809,087 | 30,334,739 | |||
Rest of the world | |||||
Disclosure of geographical areas [line items] | |||||
Non-current assets | 207,026 | $ 45,460 | $ 60,718 | ||
Non-current assets | $ 314,290 | $ 207,026 |
Segment information - Additiona
Segment information - Additional information (Details) | 12 Months Ended | |||
Dec. 31, 2021 customer item | Dec. 31, 2020 | Dec. 31, 2020 item | Dec. 31, 2019 item | |
Disclosure of credit risk exposure [line items] | ||||
Number of customers | 2 | 2 | 2 | |
Percentage of revenue | 10% | 10% | 10% | |
Number of suppliers | 0 | 3 | 3 | 2 |
Percentage of direct costs | 10% | 10% | 10% | |
Supplier one | ||||
Disclosure of credit risk exposure [line items] | ||||
Percentage of direct costs | 16% | 24% | ||
Supplier two | ||||
Disclosure of credit risk exposure [line items] | ||||
Percentage of direct costs | 13% | 11% | ||
Supplier three | ||||
Disclosure of credit risk exposure [line items] | ||||
Percentage of direct costs | 13% | |||
Customer one | ||||
Disclosure of credit risk exposure [line items] | ||||
Percentage of revenue | 14% | 20% | 13% | |
Customer two | ||||
Disclosure of credit risk exposure [line items] | ||||
Percentage of revenue | 11% | 20% | 10% |
Revenue (Details)
Revenue (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue [abstract] | ||||
Contract liabilities | $ 9,762,974 | $ 9,587,245 | $ 7,054,586 | $ 5,569,004 |
Other income and other net (l_3
Other income and other net (losses)/gains (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Analysis of income and expense [abstract] | |||||
Government subsidies (note) | $ 101,936 | $ 7,932 | $ 7,932 | $ 513,860 | |
Bank interest income | 927 | 2,018 | 3,980 | 8,043 | $ 15,506 |
Net exchange gains/(losses) | (704,295) | (280,360) | (52,534) | ||
Net exchange gains/(losses) | 319,359 | 285,025 | |||
Impairment loss on interest in a joint venture (note 13(b)) | (570,704) | ||||
Impairment loss on amount due from a joint venture | (176,227) | ||||
Dividend income | 9,862 | ||||
Sundry income | 6,231 | 26,734 | 18,238 | 13,757 | 40,145 |
Other income and other net losses | $ (585,339) | $ 356,043 | $ 138,948 | $ (315,404) | $ 3,117 |
Other income and other net (l_4
Other income and other net (losses)/gains - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Analysis of income and expense [abstract] | ||
Revenue from funding support of employee support scheme | $ 470,165 | |
Revenue from Funding Support of Jobs Support Scheme | $ 7,932 | $ 43,695 |
Loss before taxation - Finance
Loss before taxation - Finance costs and Staff costs (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest costs [abstract] | |||||
Interest expenses on lease liabilities | $ 127,024 | $ 59,625 | $ 205,915 | $ 49,400 | $ 64,107 |
Imputed interest on deferred consideration | 22,329 | 22,235 | 9,513 | ||
Changes in the carrying amount of preference shares liabilities (note 15) | 3,752,758 | 340,387 | 5,009,847 | ||
Interest on trade financing | 59,709 | ||||
Other interest expenses | 83 | 15 | 33 | 654 | 5,283 |
Finance costs | 3,939,574 | 422,356 | 5,238,030 | 59,567 | 69,390 |
Staff costs | |||||
Salaries, wages and other benefits | 52,257,819 | 29,189,244 | 76,622,503 | 16,019,896 | 7,121,390 |
Contributions to defined contribution retirement plan | 498,482 | 225,513 | 562,427 | 219,440 | 192,241 |
Equity-settled share-based payment expenses | 22,150,125 | 3,270,895 | 22,141,614 | 1,229,312 | 2,515,276 |
Staff costs | $ 74,906,426 | $ 32,685,652 | $ 99,326,544 | $ 17,468,648 | $ 9,828,907 |
Loss before taxation - Staff co
Loss before taxation - Staff costs - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Staff costs | $ 74,906,426 | $ 32,685,652 | $ 99,326,544 | $ 17,468,648 | $ 9,828,907 |
Direct costs | |||||
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Staff costs | 26,700,041 | 19,091,633 | 48,414,622 | 5,377,536 | 481,792 |
Selling and distribution expenses | |||||
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Staff costs | 781,488 | 390,326 | 1,299,320 | 675,418 | 376,102 |
Administrative and other operating expenses | |||||
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Staff costs | 40,100,759 | 11,263,257 | 42,669,294 | 9,359,041 | 6,089,156 |
Research and development expenses | |||||
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Staff costs | $ 7,324,138 | $ 1,940,436 | $ 6,943,308 | $ 2,056,653 | $ 2,881,857 |
Loss before taxation - Other it
Loss before taxation - Other items (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other items | |||||
Cost of inventories | $ 45,059,870 | $ 22,470,692 | $ 52,701,330 | $ 10,412,753 | $ 4,383,747 |
Depreciation charge (note 9) | |||||
– owned property, plant and equipment | 2,002,036 | 1,003,764 | 2,745,549 | 708,637 | 617,334 |
– right-of-use assets | 1,030,687 | 510,241 | 1,542,566 | 583,835 | 506,738 |
Amortization of intangible assets | 1,069,962 | 848,367 | 3,058,527 | 1,133,564 | 1,110,516 |
Write-off on property, plant and equipment | 476,431 | 0 | 0 | ||
Auditor's remuneration | 255,343 | 390,465 | 1,221,439 | 566,553 | 56,763 |
Miscellaneous laboratory charges | $ 111 | $ 265 | $ 13,953 | $ 12,892 | $ 15,529 |
Loss before taxation - Addition
Loss before taxation - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Direct costs | |||||
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Depreciation and amortization charges | $ 863,103 | $ 448,441 | $ 1,182,134 | $ 462,809 | $ 348,249 |
Administrative and other operating expenses | |||||
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Depreciation and amortization charges | 3,142,987 | 1,878,996 | 6,018,632 | 1,900,065 | 1,798,790 |
Research and development expenses | |||||
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Depreciation and amortization charges | $ 96,595 | $ 34,935 | $ 145,876 | $ 63,162 | $ 87,549 |
Income tax expense_(credit) - T
Income tax expense/(credit) - Taxation in the consolidated statements of profit or loss represents (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax | |||||
Origination and reversal of temporary differences | $ (54,581) | $ 2,417,260 | $ 2,530,047 | $ (1,957,229) | $ (684,740) |
Actual tax expense/(credit) | 1,938,375 | 4,258,869 | 3,732,744 | (1,937,558) | (677,474) |
Hong Kong | |||||
Current tax - Overseas | |||||
Provision for the year | 1,922,721 | 1,841,513 | 1,164,222 | 7,266 | |
Deferred tax | |||||
Actual tax expense/(credit) | 0 | $ 0 | |||
Overseas | |||||
Current tax - Overseas | |||||
Provision for the year | $ 70,235 | $ 96 | $ 38,475 | $ 19,671 |
Income tax expense_(credit) (De
Income tax expense/(credit) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 10, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||||||
Applicable tax rate | 25% | 25.17% | ||||
Provision for income tax | $ 1,938,375 | $ 4,258,869 | $ 3,732,744 | $ (1,937,558) | $ (677,474) | |
Hong Kong | ||||||
Income Tax Disclosure [Line Items] | ||||||
Applicable tax rate | 16.50% | 16.50% | ||||
Provision for income tax | 0 | 0 | ||||
United Kingdom | ||||||
Income Tax Disclosure [Line Items] | ||||||
Applicable tax rate | 19% | 19% | ||||
Provision for income tax | 0 | 0 | ||||
PRC | ||||||
Income Tax Disclosure [Line Items] | ||||||
Applicable tax rate | 25% | |||||
Provision for income tax | $ 0 | 0 | 0 | |||
Singapore | ||||||
Income Tax Disclosure [Line Items] | ||||||
Applicable tax rate | 17% | |||||
Provision for income tax | $ 0 | $ 0 | $ 0 |
Income tax expense_(credit) - R
Income tax expense/(credit) - Reconciliation between tax credit to profit or loss (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of income tax credit | |||||
Loss before taxation | $ (170,284,098) | $ (3,901,443) | $ (20,872,675) | ||
Notional tax on loss before taxation, calculated at the applicable rate | (6,622,976) | (697,772) | (3,588,281) | ||
Tax effect of non-deductible expenses | 11,587,117 | 1,111,877 | 1,278,412 | ||
Tax effect of non-taxable income | (1,008,915) | (76,874) | (40,806) | ||
Tax effect of temporary difference not recognized | 73,833 | 90,448 | |||
Tax effect Utilization of Previously Unrecognized Tax Loss | (579,657) | (692,350) | (6,780) | ||
Tax effect of tax losses not recognized | 298,651 | 2,274,273 | |||
Tax effect of previously unrecognized temporary differences recognized in current period | 360,922 | (1,957,229) | (684,740) | ||
Others | (3,747) | 2,306 | |||
Actual tax expense/(credit) | $ 1,938,375 | $ 4,258,869 | $ 3,732,744 | $ (1,937,558) | $ (677,474) |
Income tax expense_(credit) - D
Income tax expense/(credit) - Deferred tax assets and liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
At the beginning of the period | $ (1,951,154) | $ 0 | $ 669,867 |
Charged/(credited) to profit or loss | 2,530,047 | (1,957,229) | (684,740) |
Exchange differences | 903 | 6,075 | 14,873 |
At the end of the year | 579,796 | (1,951,154) | 0 |
Depreciation allowances in excess of the related depreciation | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
At the beginning of the period | 364,745 | 36,504 | 135,842 |
Charged/(credited) to profit or loss | 906,775 | 315,514 | (99,338) |
Exchange differences | (3,839) | 12,727 | |
At the end of the year | 1,267,681 | 364,745 | 36,504 |
Tax losses recognized | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
At the beginning of the period | (3,347,753) | (1,169,865) | (697,506) |
Charged/(credited) to profit or loss | 1,528,881 | (2,138,179) | (449,624) |
Exchange differences | 9,710 | (39,709) | (22,735) |
At the end of the year | (1,809,162) | (3,347,753) | (1,169,865) |
Intangible assets arising from business combination | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
At the beginning of the period | 1,031,854 | 1,133,361 | 1,231,531 |
Charged/(credited) to profit or loss | 94,391 | (134,564) | (135,778) |
Exchange differences | (4,968) | 33,057 | 37,608 |
At the end of the year | $ 1,121,277 | $ 1,031,854 | $ 1,133,361 |
Income tax expense_(credit) -_2
Income tax expense/(credit) - Deferred tax assets not recognized (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax expense/(credit) | ||
Tax Losses Utilized | $ 3,050,828 | $ 17,804,824 |
Loss per share (Details)
Loss per share (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings for the purposes of basic and diluted loss per share: | |||||
Loss for the period attributable to equity shareholders of the Company | $ (177,163,044) | $ (7,855,358) | $ (174,009,273) | $ (1,939,689) | $ (20,141,991) |
Number of shares | |||||
Weighted-average number of ordinary shares for the purpose of basic and diluted earnings per share | 49,616,648 | 30,396,578 | 14,596,997 | 13,176,752 | 12,891,569 |
Loss per share - Additional Inf
Loss per share - Additional Information (Details) - shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share options | |||||
Earnings per share [line items] | |||||
Anti-dilutive excluded from the diluted weighted-average number of ordinary shares | 10,431,059 | 10,272,389 | 10,043,892 | ||
Preference shares | |||||
Earnings per share [line items] | |||||
Anti-dilutive excluded from the diluted weighted-average number of ordinary shares | 25,163,366 | 20,025,247 | 20,025,247 | ||
Convertible securities | |||||
Earnings per share [line items] | |||||
Anti-dilutive excluded from the diluted weighted-average number of ordinary shares | 2,729,893 | ||||
Exchangeable notes | |||||
Earnings per share [line items] | |||||
Anti-dilutive excluded from the diluted weighted-average number of ordinary shares | 3,157,124 | 2,329,296 | 776,432 | 1,164,648 | |
Restricted Share Units | |||||
Earnings per share [line items] | |||||
Anti-dilutive excluded from the diluted weighted-average number of ordinary shares | 29,836,835 | 12,400,419 | |||
Warrants | |||||
Earnings per share [line items] | |||||
Anti-dilutive excluded from the diluted weighted-average number of ordinary shares | 22,384,585 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | $ 13,037,192 | $ 4,693,318 | $ 4,693,318 | ||
Additions through acquisition of a subsidiary (note 18(d)) | 3,502,433 | 6,023,729 | |||
Disposals | (6,374) | (43,590) | |||
Charge for the year | 2,002,036 | 1,003,764 | 2,745,549 | $ 708,637 | $ 617,334 |
Property, plant and equipment at end of period | 12,863,570 | 13,037,192 | 4,693,318 | ||
Acquisition and manufacturing costs | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 20,409,341 | 9,503,113 | 9,503,113 | 5,859,193 | |
Additions | 13,917,067 | 3,812,712 | |||
Additions through acquisition of a subsidiary (note 18(d)) | 70,192 | 3,209 | |||
Disposals | (936,833) | (228,972) | |||
Exchange differences | 154,856 | 56,971 | |||
Written off | (2,299,054) | ||||
Property, plant and equipment at end of period | 20,409,341 | 9,503,113 | 5,859,193 | ||
Accumulated depreciation and amortization | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | (7,372,149) | (4,809,795) | (4,809,795) | (3,748,349) | |
Charge for the year | 4,288,115 | 1,292,472 | |||
Written back on disposals | (223,349) | (216,436) | |||
Exchange differences | 147,132 | (14,590) | |||
Written off | (1,649,544) | ||||
Property, plant and equipment at end of period | (7,372,149) | (4,809,795) | (3,748,349) | ||
Right-of-use assets | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 5,314,425 | 1,543,598 | 1,543,598 | ||
Property, plant and equipment at end of period | 5,314,425 | 1,543,598 | |||
Right-of-use assets | Acquisition and manufacturing costs | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 8,833,201 | 3,401,069 | 3,401,069 | 2,635,433 | |
Additions | 5,370,122 | 949,810 | |||
Disposals | (137,959) | (170,012) | |||
Exchange differences | 199,969 | (14,162) | |||
Property, plant and equipment at end of period | 8,833,201 | 3,401,069 | 2,635,433 | ||
Right-of-use assets | Accumulated depreciation and amortization | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | (3,518,776) | (1,857,471) | (1,857,471) | (1,460,548) | |
Charge for the year | 1,542,566 | 583,835 | |||
Written back on disposals | (137,959) | (170,012) | |||
Exchange differences | 256,698 | (16,900) | |||
Property, plant and equipment at end of period | (3,518,776) | (1,857,471) | (1,460,548) | ||
Leasehold improvements | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 2,439,265 | 436,396 | 436,396 | ||
Property, plant and equipment at end of period | 2,439,265 | 436,396 | |||
Leasehold improvements | Acquisition and manufacturing costs | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 3,898,422 | 1,205,969 | 1,205,969 | 737,558 | |
Additions | 2,702,786 | 493,127 | |||
Disposals | (27,488) | ||||
Exchange differences | (10,333) | 2,772 | |||
Property, plant and equipment at end of period | 3,898,422 | 1,205,969 | 737,558 | ||
Leasehold improvements | Accumulated depreciation and amortization | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | (1,459,157) | (769,573) | (769,573) | (697,234) | |
Charge for the year | 693,032 | 97,642 | |||
Written back on disposals | (25,306) | ||||
Exchange differences | (3,448) | 3 | |||
Property, plant and equipment at end of period | (1,459,157) | (769,573) | (697,234) | ||
Fixtures and furniture | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 22,048 | 27,168 | 27,168 | ||
Property, plant and equipment at end of period | 22,048 | 27,168 | |||
Fixtures and furniture | Acquisition and manufacturing costs | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 39,974 | 98,033 | 98,033 | 82,427 | |
Additions | 23,885 | 15,756 | |||
Additions through acquisition of a subsidiary (note 18(d)) | 26,511 | ||||
Exchange differences | (6,354) | (150) | |||
Written off | (102,101) | ||||
Property, plant and equipment at end of period | 39,974 | 98,033 | 82,427 | ||
Fixtures and furniture | Accumulated depreciation and amortization | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | (17,926) | (70,865) | (70,865) | (55,257) | |
Charge for the year | 25,697 | 15,612 | |||
Exchange differences | 5,414 | (4) | |||
Written off | (84,050) | ||||
Property, plant and equipment at end of period | (17,926) | (70,865) | (55,257) | ||
Office and lab equipment | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 3,651,416 | 2,288,909 | 2,288,909 | ||
Property, plant and equipment at end of period | 3,651,416 | 2,288,909 | |||
Office and lab equipment | Acquisition and manufacturing costs | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 5,582,338 | 4,026,763 | 4,026,763 | 2,023,336 | |
Additions | 3,834,862 | 1,975,977 | |||
Additions through acquisition of a subsidiary (note 18(d)) | 8,912 | 3,209 | |||
Disposals | (702,458) | (30,466) | |||
Exchange differences | (15,493) | 54,707 | |||
Written off | (1,570,248) | ||||
Property, plant and equipment at end of period | 5,582,338 | 4,026,763 | 2,023,336 | ||
Office and lab equipment | Accumulated depreciation and amortization | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | (1,930,922) | (1,737,854) | (1,737,854) | (1,237,558) | |
Charge for the year | 1,544,258 | 519,982 | |||
Written back on disposals | (39,020) | (20,112) | |||
Exchange differences | (115,726) | 426 | |||
Written off | (1,196,444) | ||||
Property, plant and equipment at end of period | (1,930,922) | (1,737,854) | (1,237,558) | ||
Computer equipment | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 287,059 | 222,957 | 222,957 | ||
Property, plant and equipment at end of period | 287,059 | 222,957 | |||
Computer equipment | Acquisition and manufacturing costs | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 439,543 | 587,652 | 587,652 | 380,439 | |
Additions | 406,613 | 203,177 | |||
Additions through acquisition of a subsidiary (note 18(d)) | 34,769 | ||||
Disposals | (56,005) | (1,006) | |||
Exchange differences | (9,116) | 5,042 | |||
Written off | (524,370) | ||||
Property, plant and equipment at end of period | 439,543 | 587,652 | 380,439 | ||
Computer equipment | Accumulated depreciation and amortization | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | (152,484) | (364,695) | (364,695) | (297,752) | |
Charge for the year | 182,186 | 66,428 | |||
Written back on disposals | (39,635) | (1,006) | |||
Exchange differences | 5,494 | 1,521 | |||
Written off | (360,256) | ||||
Property, plant and equipment at end of period | (152,484) | (364,695) | $ (297,752) | ||
Motor vehicles | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 329,538 | 174,290 | 174,290 | ||
Property, plant and equipment at end of period | 329,538 | 174,290 | |||
Motor vehicles | Acquisition and manufacturing costs | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 453,182 | 183,627 | 183,627 | ||
Additions | 316,462 | 174,865 | |||
Disposals | (40,411) | ||||
Exchange differences | (3,817) | 8,762 | |||
Written off | (2,679) | ||||
Property, plant and equipment at end of period | 453,182 | 183,627 | |||
Motor vehicles | Accumulated depreciation and amortization | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | (123,644) | $ (9,337) | (9,337) | ||
Charge for the year | 123,192 | 8,973 | |||
Written back on disposals | (6,735) | ||||
Exchange differences | (1,300) | 364 | |||
Written off | (850) | ||||
Property, plant and equipment at end of period | (123,644) | $ (9,337) | |||
Manufacturing equipment | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 993,441 | ||||
Property, plant and equipment at end of period | 993,441 | ||||
Manufacturing equipment | Acquisition and manufacturing costs | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | 1,162,681 | ||||
Additions | 1,262,337 | ||||
Written off | (99,656) | ||||
Property, plant and equipment at end of period | 1,162,681 | ||||
Manufacturing equipment | Accumulated depreciation and amortization | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment at beginning of period | $ (169,240) | ||||
Charge for the year | 177,184 | ||||
Written off | (7,944) | ||||
Property, plant and equipment at end of period | $ (169,240) |
Property, plant and equipment -
Property, plant and equipment - Right-of-use assets (Details) - Right-of-use Assets [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Right-of-use assets | $ 5,314,425 | $ 1,543,598 |
Properties | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Right-of-use assets | 5,261,372 | 1,529,513 |
Office and lab equipment | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Right-of-use assets | $ 53,053 | $ 14,085 |
Property, plant and equipment_3
Property, plant and equipment - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Depreciation of right-of-use assets | $ 1,030,687 | $ 510,241 | $ 1,542,566 | $ 583,835 | $ 506,738 |
Interest expenses on lease liabilities (note 6(a)) | 127,024 | 59,625 | 205,915 | 49,400 | $ 64,107 |
Expense relating to short-term leases or leases of low-value assets | 1,019,937 | 429,691 | |||
Additions to right-of-use assets | $ 5,370,122 | 949,810 | |||
Period for increase in lease payments | 2 years | ||||
Acquired items of property plant and equipment with a cost | 3,502,433 | 6,023,729 | |||
Net book value of property plant and equipment disposed amount | 6,374 | 43,590 | |||
Loss on disposal of property plant and equipment | $ 6,374 | $ 37 | |||
Properties | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Depreciation of right-of-use assets | $ 1,535,333 | 575,787 | |||
Office and lab equipment | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Depreciation of right-of-use assets | $ 7,233 | $ 8,048 | |||
Lease term | 5 years | ||||
Minimum | Properties | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Lease term | 2 years | ||||
Maximum | Properties | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Lease term | 10 years |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | $ 23,826,282 | $ 24,095,500 | |
Ending balance | 21,675,333 | 23,826,282 | $ 24,095,500 |
Acquisition and manufacturing costs | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | 30,127,240 | 27,365,939 | 8,311,880 |
Additions | 2,865,315 | 197,159 | |
Exchange differences | (104,014) | 1,237,111 | |
Additions through acquisition of a subsidiary (note 32) | 17,619,789 | ||
Ending balance | 30,127,240 | 27,365,939 | |
Accumulated depreciation and amortization | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | (6,300,958) | (3,270,439) | (2,041,603) |
Exchange differences | (28,008) | 95,272 | |
Charge for the year | 3,058,527 | 1,133,564 | |
Ending balance | (6,300,958) | (3,270,439) | |
Website and mobile apps | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | 241,561 | 91,720 | |
Ending balance | 241,561 | 91,720 | |
Website and mobile apps | Acquisition and manufacturing costs | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | 1,351,053 | 1,135,941 | 1,073,510 |
Additions | 221,594 | 59,287 | |
Exchange differences | (6,482) | 3,144 | |
Ending balance | 1,351,053 | 1,135,941 | |
Website and mobile apps | Accumulated depreciation and amortization | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | (1,109,492) | (1,044,221) | (776,289) |
Exchange differences | (94) | ||
Charge for the year | 65,365 | 267,932 | |
Ending balance | (1,109,492) | (1,044,221) | |
Trademark and technology | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | 21,421,342 | 23,870,170 | |
Additions through acquisition of a subsidiary (note 32) | 14,983 | ||
Ending balance | 21,421,342 | 23,870,170 | |
Trademark and technology | Acquisition and manufacturing costs | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | 26,119,306 | 26,092,571 | 7,238,370 |
Additions | 124,267 | 445 | |
Exchange differences | (97,532) | 1,233,967 | |
Additions through acquisition of a subsidiary (note 32) | 17,619,789 | ||
Ending balance | 26,119,306 | 26,092,571 | |
Trademark and technology | Accumulated depreciation and amortization | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | (4,697,964) | (2,222,401) | (1,265,314) |
Exchange differences | (27,914) | 95,272 | |
Charge for the year | 2,503,477 | 861,815 | |
Ending balance | (4,697,964) | (2,222,401) | |
Products development cost | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | 2,163,379 | 133,610 | |
Ending balance | 2,163,379 | 133,610 | |
Products development cost | Acquisition and manufacturing costs | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | 2,656,881 | 137,427 | |
Additions | 2,519,454 | 137,427 | |
Ending balance | 2,656,881 | 137,427 | |
Products development cost | Accumulated depreciation and amortization | |||
Disclosure of detailed information about intangible assets [line items] | |||
Beginning balance | $ (493,502) | (3,817) | |
Charge for the year | 489,685 | 3,817 | |
Ending balance | $ (493,502) | $ (3,817) |
Intangible assets - Additional
Intangible assets - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Disclosure of detailed information about intangible assets [line items] | ||
Disposal of intangible assets | $ 0 | $ 0 |
Website and mobile application cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Capitalized intangible asset cost | 4,999 | |
Capitalized product development cost of new home use diagnostic product | ||
Disclosure of detailed information about intangible assets [line items] | ||
Capitalized intangible asset cost | 466,176 | |
Trademark and technology | ||
Disclosure of detailed information about intangible assets [line items] | ||
Acquired Intangible assets | 14,983 | |
Software and system development cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Capitalized intangible asset cost | $ 520,711 | |
Capitalised development expenditure | ||
Disclosure of detailed information about intangible assets [line items] | ||
Capitalized intangible asset cost | $ 1,472,542 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of reconciliation of changes in goodwill [abstract] | ||
Goodwill | $ 3,993,007 | $ 3,854,199 |
Exchange differences | (14,942) | 138,808 |
Goodwill | $ 3,978,065 | $ 3,993,007 |
Goodwill - Summary of goodwill
Goodwill - Summary of goodwill balance allocated to CGU's (Details) | 12 Months Ended | |||
Dec. 31, 2020 USD ($) segment | Dec. 31, 2019 USD ($) segment | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disclosure of reconciliation of changes in goodwill [line items] | ||||
Number of operating segments | segment | 2 | 1 | ||
Goodwill | $ 3,993,007 | $ 3,854,199 | $ 3,538,599 | $ 3,978,065 |
Prevention EMEA within the Prevention segment | ||||
Disclosure of reconciliation of changes in goodwill [line items] | ||||
Goodwill | 858,497 | 855,284 | ||
Diagnostics EMEA within the Diagnostics segment | ||||
Disclosure of reconciliation of changes in goodwill [line items] | ||||
Goodwill | $ 3,134,510 | $ 3,122,781 |
Goodwill - Summary of the estim
Goodwill - Summary of the estimation of recoverable amounts of two CGU's (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of reconciliation of changes in goodwill [line items] | ||
Cash flow projections period | 10 years | |
Provision for impairment loss on goodwill | $ 0 | $ 0 |
Prevention EMEA within the Prevention segment | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Pre-tax discount rate | 16% | 16.90% |
Terminal value growth rate | 3% | 3% |
Average revenue growth rate | 24.40% | 28.60% |
Diagnostics EMEA within the Diagnostics segment | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Pre-tax discount rate | 13.70% | 16.90% |
Terminal value growth rate | 3% | 3% |
Average revenue growth rate | 18.40% | 20.10% |
Investments in subsidiaries (De
Investments in subsidiaries (Details) | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 SGD ($) | Dec. 31, 2021 GBP (£) | Dec. 31, 2021 INR (₨) | Dec. 31, 2020 USD ($) | |
Disclosure of subsidiaries [line items] | ||||||
Issued and paid up capital/registered capital | $ | $ 1,493 | $ 11,098 | $ 53,240,604 | |||
Prenetics Pte. . Ltd. | ||||||
Disclosure of subsidiaries [line items] | ||||||
Issued and paid up capital/registered capital | $ | $ 10 | |||||
Effective interest | 100% | |||||
Proportion of ownership interest held by subsidiary | 100% | 100% | 100% | 100% | ||
Prenetics EMEA Limited (formerly known as DNAFit Life Sciences Limited) | ||||||
Disclosure of subsidiaries [line items] | ||||||
Issued and paid up capital/registered capital | £ | £ 76,765.81 | |||||
Effective interest | 100% | |||||
Proportion of ownership interest held by subsidiary | 100% | 100% | 100% | 100% | ||
Prenetics Innovation Labs Private Limited | ||||||
Disclosure of subsidiaries [line items] | ||||||
Issued and paid up capital/registered capital | ₨ | ₨ 500,000 | |||||
Effective interest | 100% | |||||
Proportion of ownership interest held by subsidiary | 100% | 100% | 100% | 100% | ||
Oxsed Limited (note 32) | ||||||
Disclosure of subsidiaries [line items] | ||||||
Issued and paid up capital/registered capital | £ | £ 1 | |||||
Effective interest | 100% | |||||
Proportion of ownership interest held by subsidiary | 100% | 100% | 100% | 100% |
Interest in joint venture (Deta
Interest in joint venture (Details) | Dec. 31, 2020 USD ($) |
Disclosure of joint ventures [abstract] | |
Share of net assets of a joint venture (note (a)) | $ 570,704 |
Less: Provision for impairment (note (b)) | $ (570,704) |
Interest in joint venture - Gro
Interest in joint venture - Group's interest in the joint venture (Details) | 11 Months Ended | 12 Months Ended | |||||||
Nov. 26, 2021 USD ($) | Feb. 01, 2019 USD ($) | Nov. 26, 2021 | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2020 CNY (¥) | Feb. 01, 2019 CNY (¥) | |
Disclosure of joint ventures [line items] | |||||||||
Share capital | $ 1,493 | $ 53,240,604 | $ 11,098 | ||||||
Loss on disposal of a subsidiary | $ (292,132) | $ 0 | $ 0 | ||||||
Shenzhen Discover Health Technology Co. Ltd | |||||||||
Disclosure of joint ventures [line items] | |||||||||
Loss on disposal of a subsidiary | $ 292,132 | ||||||||
Beijing CircleDNA Gene Technology Co., Ltd | |||||||||
Disclosure of joint ventures [line items] | |||||||||
Share capital | ¥ | ¥ 65,000,000 | ||||||||
Effective interest | 44.07% | ||||||||
Proportion of ownership interest | 45% | 45% | 0% | 45% | |||||
Proportion of ownership interest held by subsidiary | 45% | 45% | |||||||
Invested amount | $ 4,236,765 | ¥ 29,250,000 |
Interest in joint venture - Rec
Interest in joint venture - Reconciliation to the carrying amount in statements of financial position (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of joint ventures [line items] | ||||||
Current assets | $ 231,174,279 | $ 106,892,532 | $ 43,956,750 | |||
Non-current assets | 47,070,348 | 41,614,789 | 34,926,561 | |||
Current liabilities | 47,268,707 | 58,737,734 | 47,071,730 | |||
Equity | 219,001,943 | (400,894,913) | $ (254,104,182) | 31,007,007 | $ 16,852,706 | $ 32,983,290 |
Cash and cash equivalents | $ 134,379,603 | $ 35,288,952 | $ 37,581,411 | 14,489,880 | $ 11,521,505 | $ 18,781,873 |
Beijing CircleDNA Gene Technology Co., Ltd | ||||||
Disclosure of joint ventures [line items] | ||||||
Current assets | 1,544,034 | |||||
Non-current assets | 52,962 | |||||
Current liabilities | (328,765) | |||||
Equity | 1,268,231 | |||||
Cash and cash equivalents | 1,164,683 | |||||
Current financial liabilities (excluding trade and other payables and provisions) | $ 109,814 |
Interest in joint venture - R_2
Interest in joint venture - Reconciliation to the carrying amount in statements of profit or loss and other comprehensive income (Details) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Nov. 26, 2021 | Feb. 01, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Nov. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of joint ventures [line items] | |||||||||
Revenue | $ 143,760,317 | $ 136,477,480 | $ 275,852,753 | $ 65,179,515 | $ 9,233,089 | ||||
Loss for the year | (18,448,268) | 25,875,418 | (10,217,528) | (995,126) | (20,803,285) | ||||
Other comprehensive income | (4,775,936) | $ 407,945 | (147,833) | 260,112 | 1,581,372 | 154,055 | |||
Total comprehensive income | (181,939,027) | $ (165,748,421) | (8,008,309) | (173,756,730) | (382,513) | (20,041,146) | |||
Interest income | $ 927 | $ 2,018 | 3,980 | 8,043 | $ 15,506 | ||||
Group's share of joint venture's net assets | 570,704 | ||||||||
Impairment loss on interest in joint venture | $ 176,227 | ||||||||
Beijing CircleDNA Gene Technology Co., Ltd | |||||||||
Disclosure of joint ventures [line items] | |||||||||
Revenue | $ 191,094 | 608,086 | |||||||
Loss for the year | (805,639) | (2,518,491) | |||||||
Other comprehensive income | 31,351 | 98,005 | |||||||
Total comprehensive income | (774,288) | (2,420,486) | |||||||
Depreciation and amortization | 929 | 18,512 | |||||||
Interest income | $ 1,885 | 5,983 | |||||||
Interest expense | (371) | ||||||||
Gross amounts of joint venture's net assets | $ 1,268,231 | ||||||||
Equity interest | 45% | 45% | 0% | 45% | |||||
Group's share of joint venture's net assets | $ 570,704 | ||||||||
Carrying amount of the Group's interest | 570,704 | ||||||||
Impairment loss on interest in joint venture | $ 570,704 |
Other non-current assets (Detai
Other non-current assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Miscellaneous non-current assets [abstract] | ||
Deposits and prepayments | $ 693,548 | $ 193,582 |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Classes of current inventories [abstract] | |||
Consumables and reagent | $ 4,404,959 | $ 3,870,493 | |
Finished goods | 2,424,267 | 627,084 | |
Inventories | $ 11,296,467 | $ 6,829,226 | $ 4,497,577 |
Inventories - Inventories recog
Inventories - Inventories recognized as an expense (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Classes of current inventories [abstract] | |||||
Carrying amount of inventories sold | $ 45,059,870 | $ 22,470,692 | $ 52,701,330 | $ 10,412,753 | $ 4,383,747 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Trade and other receivables [abstract] | |||
Trade receivables, net of loss allowance | $ 42,634,854 | $ 47,041,538 | $ 22,990,727 |
Deferred expenses (note) | 4,553,370 | 0 | |
Deposit | 1,074,059 | 955,854 | 314,715 |
Prepayments | 9,633,488 | 6,450,343 | 578,075 |
Other receivables | 855,781 | 411,559 | 798,772 |
Trade and other receivables | 54,859,294 | $ 24,682,289 | |
Current | 58,751,552 | 54,859,294 | |
Deferred expenses | 8,538,212 | ||
Non-Current | $ 67,289,764 | $ 54,859,294 |
Trade and other receivables - A
Trade and other receivables - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Disclosure of financial assets [line items] | |
Trade receivables period | 30 days |
Maximum | |
Disclosure of financial assets [line items] | |
Trade receivables period | 60 days |
Cash and cash equivalents - Sch
Cash and cash equivalents - Schedule of cash and cash equivalents (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents [abstract] | ||||||
Cash at bank | $ 35,288,761 | $ 14,439,690 | ||||
Cash on hand | 191 | 50,190 | ||||
Cash and cash equivalents | $ 134,379,603 | $ 35,288,952 | $ 37,581,411 | $ 14,489,880 | $ 11,521,505 | $ 18,781,873 |
Cash and cash equivalents - S_2
Cash and cash equivalents - Schedule of consolidated statement of cash flows (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of reconciliation of liabilities arising from financing activities [line items] | |||||
Beginning of the period | $ 491,671,980 | $ 17,149,284 | $ 17,149,284 | $ 1,508,432 | |
Changes from financing cash flows: | |||||
Proceeds from Issuance of Convertible Securities | 4,980,718 | 12,499,363 | |||
Proceeds from issuance of preference shares liabilities | 25,970,000 | ||||
Capital element of lease rentals paid | (1,299,031) | (610,926) | |||
Interest element of lease rentals paid | (205,915) | (49,400) | |||
Increase (decrease) in amounts due to shareholders | (128,797) | 4,477 | |||
Total changes from financing cash flows | 29,316,975 | 11,843,514 | |||
Other changes: | |||||
Increase in lease liabilities from entering into new leases | 4,896,384 | 949,810 | |||
Interest expenses (note 6(a)) | 205,915 | 49,400 | |||
Fair value loss on convertible securities (note 25) | 29,054,669 | 2,846,750 | |||
Fair value loss on preference shares liabilities (note 26) | 125,398,798 | ||||
Changes in the carrying amount of preference shares liabilities (note 15) | 3,752,758 | 340,387 | 5,009,847 | ||
Reclassification of Series A, Series B and Series C preference shares from equity | 279,832,806 | ||||
Fair value recognized in other reserve due to amendment of terms (note 25) | 811,819 | ||||
Vesting of shares under the Restricted Share Scheme | (4,517) | (48,622) | |||
Total other changes | 445,205,721 | 3,797,338 | |||
Ending of the period | 491,671,980 | 17,149,284 | $ 1,508,432 | ||
Lease liabilities | |||||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | |||||
Beginning of the period | 5,267,210 | 1,669,857 | 1,669,857 | 1,330,973 | 1,710,294 |
Changes from financing cash flows: | |||||
Capital element of lease rentals paid | (1,299,031) | (610,926) | (503,585) | ||
Interest element of lease rentals paid | (205,915) | (49,400) | (64,107) | ||
Total changes from financing cash flows | (1,504,946) | (660,326) | (567,692) | ||
Other changes: | |||||
Increase in lease liabilities from entering into new leases | 4,896,384 | 949,810 | 124,264 | ||
Interest expenses (note 6(a)) | 205,915 | 49,400 | 64,107 | ||
Total other changes | 5,102,299 | 999,210 | 188,371 | ||
Ending of the period | 5,267,210 | 1,669,857 | 1,330,973 | ||
Convertible securities | |||||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | |||||
Beginning of the period | 15,346,113 | 15,346,113 | |||
Changes from financing cash flows: | |||||
Proceeds from Issuance of Convertible Securities | 4,980,718 | 12,499,363 | |||
Total changes from financing cash flows | 4,980,718 | 12,499,363 | |||
Other changes: | |||||
Fair value loss on convertible securities (note 25) | 29,054,669 | 2,846,750 | |||
Fair value recognized in other reserve due to amendment of terms (note 25) | 811,819 | ||||
Converted to Series D preference shares of the Company (note 25) | (50,193,319) | ||||
Total other changes | (20,326,831) | 2,846,750 | |||
Ending of the period | 15,346,113 | ||||
Preference shares liabilities | |||||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | |||||
Beginning of the period | $ 486,404,770 | ||||
Changes from financing cash flows: | |||||
Proceeds from issuance of preference shares liabilities | 25,970,000 | ||||
Total changes from financing cash flows | 25,970,000 | ||||
Other changes: | |||||
Fair value loss on preference shares liabilities (note 26) | 125,398,798 | ||||
Changes in the carrying amount of preference shares liabilities (note 15) | 5,009,847 | ||||
Reclassification of Series A, Series B and Series C preference shares from equity | 279,832,806 | ||||
Converted to Series D preference shares of the Company (note 25) | 50,193,319 | ||||
Total other changes | 460,434,770 | ||||
Ending of the period | 486,404,770 | ||||
Amounts due to shareholders | |||||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | |||||
Beginning of the period | $ 133,314 | 133,314 | 177,459 | ||
Changes from financing cash flows: | |||||
Increase (decrease) in amounts due to shareholders | (128,797) | 4,477 | |||
Total changes from financing cash flows | (128,797) | 4,477 | |||
Other changes: | |||||
Vesting of shares under the Restricted Share Scheme | (4,517) | (48,622) | |||
Total other changes | $ (4,517) | (48,622) | |||
Ending of the period | $ 133,314 | $ 177,459 |
Cash and cash equivalents - S_3
Cash and cash equivalents - Schedule of consolidated statement of cash flows for leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and cash equivalents [abstract] | |||
Within operating cash flows | $ (1,019,937) | $ (429,691) | $ (125,770) |
Within financing cash flows | (1,504,946) | (660,326) | (567,592) |
Total | $ (2,524,883) | $ (1,090,017) | $ (693,362) |
Cash and cash equivalents - S_4
Cash and cash equivalents - Schedule of net cash outflows (Details) | 12 Months Ended | |||
Oct. 29, 2020 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Oct. 29, 2020 GBP (£) | |
Net cash outflow arising from the Acquisition: | ||||
Net cash outflow arising from the Acquisition | $ (2,929,533) | $ 0 | ||
Oxsed Limited (note 32) | ||||
Disclosure of financial assets [line items] | ||||
Percentage of equity interest acquired | 100% | 100% | ||
Intangible assets (note 10) | $ 17,619,789 | |||
Property, plant and equipment (note 9) | 3,209 | |||
Trade receivables | 8,031 | |||
Other receivables | 227,082 | |||
Inventories | 204,495 | |||
Cash and cash equivalents | 347,761 | |||
Trade payables | (968,089) | |||
Accrued expenses | (68,478) | |||
Total identifiable net assets acquired | 17,373,800 | |||
Cash consideration | 3,277,294 | £ 2,000,000 | ||
Issuance of exchange loan notes | 12,870,723 | |||
Deferred consideration | 1,225,783 | |||
Total consideration | 17,373,800 | |||
Net cash outflow arising from the Acquisition: | ||||
Cash consideration paid | (3,277,294) | |||
Less: cash and cash equivalents acquired | 347,761 | |||
Net cash outflow arising from the Acquisition | $ (2,929,533) |
Financial assets at fair valu_3
Financial assets at fair value through profit or loss (Details) - Financial assets measured at FVPL - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 14, 2021 |
Disclosure of financial assets [line items] | |||
Financial assets | $ 26,746,657 | $ 9,906,000 | |
Heritage Global Investment SPC | |||
Disclosure of financial assets [line items] | |||
Number of units purchased during the period | 10,000 | ||
Unlisted securities | |||
Disclosure of financial assets [line items] | |||
Financial assets | $ 26,746,657 | $ 9,906,000 |
Financial assets at fair valu_4
Financial assets at fair value through profit or loss - Movements (Details) - Financial assets measured at FVPL - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of financial assets [line items] | ||
Balance at the beginning | $ 9,906,000 | |
Additions during the year | 18,500,000 | $ 10,000,000 |
Fair value loss on financial assets at fair value through profit or loss | (1,659,343) | (94,000) |
Balance at the end | $ 26,746,657 | $ 9,906,000 |
Financial assets at fair valu_5
Financial assets at fair value through profit or loss - Additions Information (Details) - Class A shares [Member] - shares | Jun. 29, 2022 | May 31, 2022 | May 03, 2022 |
CMF Global Quantitative Multiasset Segregated Portfolio Company [Member] | |||
Disclosure of financial assets [line items] | |||
Number of shares purchased during Acquisition | 3,500,000 | 12,000,000 | |
VCL Financing Fund SP [Member] | |||
Disclosure of financial assets [line items] | |||
Number of shares purchased during Acquisition | 2,354 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 18, 2022 | Mar. 30, 2022 | Sep. 15, 2021 | |
Disclosure Of Reverse Recapitalization [Line Items] | ||||||||
Class of warrants issued during the period | 1,500,000 | |||||||
Administrative and Other Operating Expenses | $ 58,528,531 | $ 21,889,982 | $ 83,991,413 | $ 16,616,462 | $ 13,185,125 | |||
NASDAQ Stock Market [Member] | ||||||||
Disclosure Of Reverse Recapitalization [Line Items] | ||||||||
Professional services expenditure | 18,231,775 | |||||||
Administrative and Other Operating Expenses | $ 3,529,904 | |||||||
Class A ordinary shares [Member] | PIPE Investors [Member] | ||||||||
Disclosure Of Reverse Recapitalization [Line Items] | ||||||||
Sale of stock price per share | $ 55,800,000 | $ 10 | ||||||
Shares issued upon conversion | 7,740,000 | |||||||
Number of shares issued | 5,580,000 |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of fair value of Artisan's identifiable net assets acquired (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure Of Fair Value Of Artisans Identifiable Net Assets Acquired With The Amount Expensed As Incurred [Line Items] | ||||||
Cash and cash equivalent | $ 134,379,603 | $ 35,288,952 | $ 37,581,411 | $ 14,489,880 | $ 11,521,505 | $ 18,781,873 |
Artisan [Member] | ||||||
Disclosure Of Fair Value Of Artisans Identifiable Net Assets Acquired With The Amount Expensed As Incurred [Line Items] | ||||||
Fair value of Artisan's identifiable net assets acquired comprising | 23,599,605 | |||||
Prepayments | 538,315 | |||||
Cash and cash equivalent | 30,363,822 | |||||
Accrued expenses | (231,109) | |||||
Warrants liabilities (note (i)) | (6,186,423) | |||||
Derivative liabilities (note (ii)) | (885,000) | |||||
14,523,244 Company's Class A ordinary shares | (113,146,206) | |||||
Share-based payment on listing | $ (89,546,601) |
Reverse Recapitalization - Su_2
Reverse Recapitalization - Summary of fair value of Artisan's identifiable net assets acquired (Parenthetical) (Detail) - $ / shares | Jun. 30, 2022 | May 18, 2022 |
Disclosure Of Fair Value Of Artisans Identifiable Net Assets Acquired With The Amount Expensed As Incurred [Line Items] | ||
Class of warrants issued during the period | 1,500,000 | |
Artisan [Member] | Private Placement Warrant [Member] | ||
Disclosure Of Fair Value Of Artisans Identifiable Net Assets Acquired With The Amount Expensed As Incurred [Line Items] | ||
Class of warrants issued during the period | 375,000 | |
Artisan [Member] | Class A ordinary shares [Member] | ||
Disclosure Of Fair Value Of Artisans Identifiable Net Assets Acquired With The Amount Expensed As Incurred [Line Items] | ||
Number of shares issued | 6,000,000 | |
Sale of stock price per share | $ 10 | |
Artisan [Member] | Redeemable Warrants [Member] | ||
Disclosure Of Fair Value Of Artisans Identifiable Net Assets Acquired With The Amount Expensed As Incurred [Line Items] | ||
Class of warrants issued during the period | 1,500,000 | |
FPA Investors [Member] | Warrant [Member] | ||
Disclosure Of Fair Value Of Artisans Identifiable Net Assets Acquired With The Amount Expensed As Incurred [Line Items] | ||
Number Of Warrant Issued Upon Conversion | 1,500,000 | |
FPA Investors [Member] | Reverse Recapitalization [Member] | ||
Disclosure Of Fair Value Of Artisans Identifiable Net Assets Acquired With The Amount Expensed As Incurred [Line Items] | ||
Sale of stock price per share | $ 585,000 | |
FPA Investors [Member] | Class A ordinary shares [Member] | ||
Disclosure Of Fair Value Of Artisans Identifiable Net Assets Acquired With The Amount Expensed As Incurred [Line Items] | ||
Shares Issued upon Conversion | 6,000,000 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued expenses and other current liabilities | |||
Accrued staff costs | $ 1,516,782 | $ 1,763,099 | $ 2,285,566 |
Accrued expenses | 6,676,852 | 12,131,214 | 1,892,119 |
Accrued professional fee | 660,400 | 11,877,996 | 373,441 |
Value added tax payable | 1,893,190 | 1,819,578 | |
Deposit liabilities | 769,187 | 2,690,842 | 1,215,761 |
Other payables and accruals | 5,112,766 | 5,923,957 | 1,343,030 |
Accrued expenses and other current liabilities | $ 14,735,987 | $ 36,280,298 | $ 8,929,495 |
Trade financing - Additional In
Trade financing - Additional Information (Details) - Floating interest rate [member] - Trade Financing [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Trade Receivables Pledged [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Trade receivables pledged as security for liabilities | $ 3,694,140 |
Borrowings notional amount | 14,500,000 |
Aggregate facilities utilized | $ 3,694,140 |
Bottom of range [member] | Reverse Factoring Arrangement [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Period within which the amount is to be settled to the bank | 120 days |
Top of range [member] | Reverse Factoring Arrangement [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Period within which the amount is to be settled to the bank | 180 days |
Hongking Interbank Offer Rate [Member] | Reverse Factoring Arrangement [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Borrowings adjustment to interest rate basis | 1% |
Hongking Interbank Offer Rate [Member] | Remaining Portion [Member] | Trade Receivables Pledged [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Borrowings adjustment to interest rate basis | 1.20% |
USD Reference Rate [Member] | Remaining Portion [Member] | Trade Receivables Pledged [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Borrowings adjustment to interest rate basis | 1.20% |
Amounts due from or (to) shar_2
Amounts due from or (to) shareholders (Details) | Dec. 31, 2020 USD ($) |
Disclosure of transactions between related parties [line items] | |
Amount due from a shareholder | $ 106,179 |
Amount due to shareholder | 133,314 |
Eurogenetica Limited | |
Disclosure of transactions between related parties [line items] | |
Amount due from a shareholder | 128,797 |
Mr. Yeung Danny Sheng Wu | |
Disclosure of transactions between related parties [line items] | |
Amount due to shareholder | 3,405 |
Mr. Tzang Chi Hung Lawrence | |
Disclosure of transactions between related parties [line items] | |
Amount due to shareholder | $ 1,112 |
Contract liabilities (Details)
Contract liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Contract liabilities [abstract] | |||
Contract liabilities | $ 9,587,245 | $ 7,054,586 | $ 9,762,974 |
Movement in contract liabilities | |||
Beginning balance | 7,054,586 | 5,569,004 | |
Decrease in contract liabilities as a result of recognizing revenue | (3,204,988) | (5,012,911) | |
Increase in contract liabilities as a result of receiving sales deposit/non-refundable consideration from contract customer | 5,737,647 | 6,498,493 | |
Ending balance | 9,587,245 | 7,054,586 | |
Revenue to be recognized in within one year | $ 5,915,231 | $ 2,357,074 | |
Period of revenue to be recognized | 1 year |
Lease liabilities (Details)
Lease liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Lease liabilities, non-current | $ 3,066,826 | $ 3,600,232 | $ 804,574 |
Total | 5,267,210 | 1,669,857 | |
Within 1 year or on demand | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Lease liabilities, non-current | 1,666,978 | 865,283 | |
Between 1 and 2 years | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Lease liabilities, non-current | 1,191,547 | 543,036 | |
More than 2 years but less than 5 years | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Lease liabilities, non-current | 1,298,897 | $ 261,538 | |
After 5 years | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Lease liabilities, non-current | $ 1,109,788 |
Convertible securities (Details
Convertible securities (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disclosure of detailed information about borrowings [line items] | |||
Coupon rate at the time of redemption | 2% | ||
Preference shares liabilities | Series D preference shares | |||
Disclosure of detailed information about borrowings [line items] | |||
Number of shares issued in conversion | 2,729,893 | ||
Note 1 | |||
Disclosure of detailed information about borrowings [line items] | |||
Aggregate principal value | $ 12,500,000 | $ 12,500,000 | |
Coupon rate at the time of redemption | 2% | 2% | |
Accrued interest rate at the time repayment fails | 8% | 8% | |
Conversion of series D preference shares | $ 4.5789 | $ 4.5789 | |
Note 2 | |||
Disclosure of detailed information about borrowings [line items] | |||
Aggregate principal value | $ 5,000,000 | $ 5,000,000 | |
Coupon rate at the time of redemption | 2% | ||
Accrued interest rate at the time repayment fails | 8% | 8% | |
Conversion of series D preference shares | $ 6.6023 | $ 6.6023 |
Convertible securities - Moveme
Convertible securities - Movements of Debt (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible securities | |||||
Beginning for the year | $ 0 | $ 15,346,113 | $ 15,346,113 | ||
Proceeds from issuance of convertible securities | $ 0 | $ 4,980,718 | 4,980,718 | $ 12,499,363 | $ 0 |
Changes in fair value recognized in profit or loss | 29,054,669 | 2,846,750 | $ 0 | ||
Changes in fair value recognized in other reserve due to amendment of terms | 811,819 | ||||
Converted to Series D preference shares of the Company (note 26) | (50,193,319) | ||||
End of the year | $ 0 | $ 15,346,113 |
Preference shares liabilities -
Preference shares liabilities - Movements (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of financial liabilities [line items] | ||
Balance at the beginning | $ 112,900,387 | $ 40,821,718 |
Balance at the end | 112,900,387 | |
Preference shares liabilities | ||
Disclosure of financial liabilities [line items] | ||
Balance at the beginning | 486,404,770 | 0 |
Reclassification of Series A, Series B and Series C preference shares from equity | 279,832,806 | |
Conversion of convertible securities to Series D preference shares (note 25) | 50,193,319 | |
Issuance of Series E preference shares | 25,970,000 | |
Changes in the carrying amount of preference shares liabilities (note 6(a)) | 3,752,758 | 5,009,847 |
Changes in fair value recognized in profit or loss | 60,091,353 | 125,398,798 |
Reclassification to share capital and share premium upon listing | (550,248,881) | |
Balance at the end | 0 | 486,404,770 |
Financial liabilities at amortised cost, category [member] | Preference shares liabilities | ||
Disclosure of financial liabilities [line items] | ||
Balance at the beginning | 61,373,153 | 0 |
Reclassification of Series A, Series B and Series C preference shares from equity | 25,433,864 | |
Conversion of convertible securities to Series D preference shares (note 25) | 11,974,503 | |
Issuance of Series E preference shares | 18,954,939 | |
Changes in the carrying amount of preference shares liabilities (note 6(a)) | 3,752,758 | 5,009,847 |
Changes in fair value recognized in profit or loss | 0 | 0 |
Reclassification to share capital and share premium upon listing | (65,125,911) | |
Balance at the end | 0 | 61,373,153 |
Financial liabilities at fair value through profit or loss, category [member] | Preference shares liabilities | ||
Disclosure of financial liabilities [line items] | ||
Balance at the beginning | 425,031,617 | |
Reclassification of Series A, Series B and Series C preference shares from equity | 254,398,942 | |
Conversion of convertible securities to Series D preference shares (note 25) | 38,218,816 | |
Issuance of Series E preference shares | 7,015,061 | |
Changes in the carrying amount of preference shares liabilities (note 6(a)) | 0 | 0 |
Changes in fair value recognized in profit or loss | 60,091,353 | 125,398,798 |
Reclassification to share capital and share premium upon listing | (485,122,970) | |
Balance at the end | $ 0 | $ 425,031,617 |
Preference shares liabilities_2
Preference shares liabilities (Details) - Preference shares liabilities - Share Exchange Agreement and Subscription Agreement - Prenetics HK | 1 Months Ended | |
Jun. 16, 2021 shares | May 31, 2021 shares | |
Disclosure of financial liabilities [line items] | ||
Conversion ratio | 1 | |
Series A preference shares | ||
Disclosure of financial liabilities [line items] | ||
Number of shares exchanged | 4,154,726 | |
Series B preference shares | ||
Disclosure of financial liabilities [line items] | ||
Number of shares exchanged | 5,338,405 | |
Percentage of simple interest on subscription price for redemption | 10% | |
Series C preference shares | ||
Disclosure of financial liabilities [line items] | ||
Number of shares exchanged | 10,532,116 | |
Percentage of simple interest on subscription price for redemption | 10% | |
Series D preference shares | ||
Disclosure of financial liabilities [line items] | ||
Percentage of simple interest on subscription price for redemption | 10% | |
Series E Preferred shares | ||
Disclosure of financial liabilities [line items] | ||
Number of shares issued | 1,650,913 | |
Percentage of simple interest on subscription price for redemption | 12% |
Warrant liabilities - Summary o
Warrant liabilities - Summary of Movement in Warrant Liabilities (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Disclosure of warranty liabilities [line items] | |
At January 1 | $ 549,402,234 |
At June 30 | 59,242,684 |
Level 3 of fair value hierarchy [member] | Warrant liabilities [member] | |
Disclosure of warranty liabilities [line items] | |
At January 1 | 0 |
Assumption of warrant upon the Reverse Recapitalization | 6,186,423 |
Issuance of warrant during the period | 585,000 |
Change in fair value recognized in profit or loss | 1,539,577 |
At June 30 | $ 8,311,000 |
Warrant liabilities - Additiona
Warrant liabilities - Additional Information (Details) - $ / shares | 6 Months Ended | ||
May 18, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of warranty liabilities [line items] | |||
Par value per share | $ 1 | $ 0.0001 | |
Class A Ordinary Share [Member] | |||
Disclosure of warranty liabilities [line items] | |||
Number of shares issued and fully paid | 22,384,585 | ||
Par value per share | $ 1.29 | ||
NASDAQ INTERMARKET [Member] | |||
Disclosure of warranty liabilities [line items] | |||
Class of warrants or rights excecrise price per share | $ 8.91 | ||
Class of warrants or rights date from which the warrants or rights are excercisable | Jun. 17, 2022 | ||
Class of warrants or rights date of expiry of warrants or rights | May 18, 2027 | ||
Recapitalization [member] | NASDAQ INTERMARKET [Member] | |||
Disclosure of warranty liabilities [line items] | |||
Class of warrants or rights issued during the period units | 17,352,363 |
Share capital - Issued share ca
Share capital - Issued share capital (Details) | 6 Months Ended | 12 Months Ended | |||||||
May 18, 2022 shares | Nov. 11, 2021 USD ($) shares | Oct. 29, 2020 USD ($) shares | Oct. 29, 2020 HKD ($) shares | Jun. 30, 2022 USD ($) Vote $ / shares shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) Vote $ / shares shares | Dec. 31, 2020 USD ($) shares | May 06, 2022 USD ($) $ / shares shares | |
Disclosure of classes of share capital [line items] | |||||||||
Number of shares authorised | shares | 500,000,000 | ||||||||
Authorized share capital | $ 50,000 | ||||||||
Par value per share | $ / shares | $ 1 | $ 0.0001 | |||||||
Balance at the beginning | $ 1,493 | $ 53,240,604 | $ 53,240,604 | ||||||
Reclassification to preference shares liabilities | 550,248,881 | (279,832,806) | (279,832,806) | ||||||
Amount of reclassification to share premium due to restructuring | $ 17,126,369 | ||||||||
Number of shares issue in hold as result of pending statutory procedures | shares | 1,543 | ||||||||
Balance at the end | $ 11,098 | $ 1,493 | $ 53,240,604 | ||||||
Number of votes per ordinary share | Vote | 1 | 1 | |||||||
PHCL [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Number of shares authorised | shares | 50,000 | 500,000,000 | |||||||
Authorized share capital | $ 50,000 | $ 50,000 | |||||||
Balance at the beginning | 1,493 | ||||||||
Reclassification to share premium arising from the restructuring | (15,348,379) | ||||||||
Exchange for Prenetics Ordinary Shares as part of Reverse Recapitalization | $ (1,493) | ||||||||
Exchange for Prenetics Ordinary Shares as part of Reverse Recapitalization (Shares) | shares | (14,932,033) | ||||||||
Balance at the end | $ 1 | 1,493 | |||||||
Conversion ratio | 2.03 | ||||||||
Shares Issued Upon Closing Of The Merger [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Increase decrease in the number of shares outstanding during the period | shares | 1 | ||||||||
Ordinary shares [member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Number of shares authorised | shares | 500,000,000 | ||||||||
Authorized share capital | $ 50,000 | ||||||||
Balance at the beginning | $ 1,493 | $ 15,349,833 | $ 15,349,833 | $ 7,800,575 | |||||
Balance at the beginning (in shares) | shares | 14,932,033 | 14,543,817 | 14,543,817 | 12,891,569 | |||||
Reclassification to share premium arising from the restructuring | $ (15,348,379) | ||||||||
Shares issued | $ 39 | $ 7,549,258 | |||||||
Shares issued (in shares) | shares | 388,216 | 1,652,248 | |||||||
Balance at the end | $ 1,493 | $ 15,349,833 | |||||||
Balance at the end (in shares) | shares | 14,932,033 | 14,543,817 | |||||||
Ordinary shares [member] | PHCL [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Balance at the beginning | $ 1,493 | ||||||||
Balance at the beginning (in shares) | shares | 14,932,033 | 14,543,817 | 14,543,817 | ||||||
Shares issued | $ 1 | $ 39 | |||||||
Shares issued (in shares) | shares | 1 | 388,216 | |||||||
Balance at the end | $ 1 | $ 1,493 | |||||||
Balance at the end (in shares) | shares | 1 | 14,932,033 | 14,543,817 | ||||||
Ordinary shares [member] | PHCL [Member] | Previously Reported [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Balance at the beginning | $ 15,348,379 | $ 15,348,379 | |||||||
Balance at the end | $ 15,348,379 | ||||||||
Ordinary shares [member] | Redesignation Of Authorized Share Capital [Member] | PHCL [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Number of shares authorised | shares | 50,000 | ||||||||
Authorized share capital | $ 50,000 | ||||||||
Par value per share | $ / shares | $ 1 | ||||||||
Series A preference shares | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Balance at the beginning | $ 2,296,598 | $ 2,296,598 | $ 2,296,598 | ||||||
Balance at the beginning (in shares) | shares | 4,154,726 | 4,154,726 | 4,154,726 | ||||||
Reclassification to preference shares liabilities | $ (2,296,598) | ||||||||
Reclassification to preference shares liabilities (in shares) | shares | (4,154,726) | ||||||||
Balance at the end | $ 2,296,598 | ||||||||
Balance at the end (in shares) | shares | 4,154,726 | ||||||||
Series A preference shares | PHCL [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Balance at the beginning | $ 2,296,598 | $ 2,296,598 | |||||||
Balance at the beginning (in shares) | shares | 4,154,726 | 4,154,726 | |||||||
Reclassification to preference shares liabilities | $ (2,296,598) | ||||||||
Reclassification to preference shares liabilities (in shares) | shares | (4,154,726) | ||||||||
Balance at the end | $ 2,296,598 | ||||||||
Balance at the end (in shares) | shares | 4,154,726 | ||||||||
Series B preference shares | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Balance at the beginning | $ 5,554,173 | $ 5,554,173 | $ 5,554,173 | ||||||
Balance at the beginning (in shares) | shares | 5,338,405 | 5,338,405 | 5,338,405 | ||||||
Reclassification to preference shares liabilities | $ (5,554,173) | ||||||||
Reclassification to preference shares liabilities (in shares) | shares | (5,338,405) | ||||||||
Balance at the end | $ 5,554,173 | ||||||||
Balance at the end (in shares) | shares | 5,338,405 | ||||||||
Series B preference shares | PHCL [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Balance at the beginning | $ 5,554,173 | $ 5,554,173 | |||||||
Balance at the beginning (in shares) | shares | 5,338,405 | 5,338,405 | |||||||
Reclassification to preference shares liabilities | $ (5,554,173) | ||||||||
Reclassification to preference shares liabilities (in shares) | shares | (5,338,405) | ||||||||
Balance at the end | $ 5,554,173 | ||||||||
Balance at the end (in shares) | shares | 5,338,405 | ||||||||
Series C preference shares | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Balance at the beginning | $ 30,040,000 | $ 30,040,000 | $ 30,040,000 | ||||||
Balance at the beginning (in shares) | shares | 10,532,116 | 10,532,116 | 10,532,116 | ||||||
Reclassification to preference shares liabilities | $ (30,040,000) | ||||||||
Reclassification to preference shares liabilities (in shares) | shares | (10,532,116) | ||||||||
Balance at the end | $ 30,040,000 | ||||||||
Balance at the end (in shares) | shares | 10,532,116 | ||||||||
Series C preference shares | PHCL [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Balance at the beginning | $ 30,040,000 | $ 30,040,000 | |||||||
Balance at the beginning (in shares) | shares | 10,532,116 | 10,532,116 | |||||||
Reclassification to preference shares liabilities | $ (30,040,000) | ||||||||
Reclassification to preference shares liabilities (in shares) | shares | (10,532,116) | ||||||||
Balance at the end | $ 30,040,000 | ||||||||
Balance at the end (in shares) | shares | 10,532,116 | ||||||||
Oxsed Limited (note 32) | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Shares issued | $ 1,778,029 | ||||||||
Oxsed Limited (note 32) | Ordinary shares [member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Shares issued | $ 1,778,029 | $ 7,549,258 | $ 58,884,214 | ||||||
Shares issued (in shares) | shares | 388,216 | 1,652,248 | 1,652,248 |
Share capital - Authorized and
Share capital - Authorized and issued share capital (Details) | 6 Months Ended | |
Jun. 30, 2022 USD ($) VOTE $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Disclosure of classes of share capital [line items] | ||
Number of shares authorised | shares | 500,000,000 | |
Authorized share capital | $ 50,000 | |
Balance at the beginning | $ 1,493 | |
Balance at the end | $ 11,098 | |
Par value per share | $ / shares | $ 1 | $ 0.0001 |
Ordinary shares [member] | ||
Disclosure of classes of share capital [line items] | ||
Number of shares authorised | shares | 500,000,000 | |
Authorized share capital | $ 50,000 | |
Balance at the beginning (in shares) | shares | 14,932,033 | |
Balance at the beginning | $ 1,493 | |
Ordinary shares [member] | Class A ordinary shares | ||
Disclosure of classes of share capital [line items] | ||
Number of shares authorised | shares | 450,000,000 | |
Authorized share capital | $ 45,000 | |
Balance at the beginning (in shares) | shares | 0 | |
Balance at the beginning | $ 0 | |
Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization (in shares) | shares | 101,265,915 | |
Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization | $ 10,127 | |
Balance at the end (in shares) | shares | 101,265,915 | |
Balance at the end | $ 10,127 | |
Par value per share | $ / shares | $ 0.0001 | |
Number of votes per share | VOTE | 1 | |
Ordinary shares [member] | Class B ordinary shares | ||
Disclosure of classes of share capital [line items] | ||
Number of shares authorised | shares | 50,000,000 | |
Authorized share capital | $ 5,000 | |
Balance at the beginning (in shares) | shares | 0 | |
Balance at the beginning | $ 0 | |
Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization (in shares) | shares | 9,713,864 | |
Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization | $ 971 | |
Balance at the end (in shares) | shares | 9,713,864 | |
Balance at the end | $ 971 | |
Par value per share | $ / shares | $ 0.0001 | |
Number of votes per share | VOTE | 20 |
Share capital - Other reserve (
Share capital - Other reserve (Details) - Oxsed Limited (note 32) | Dec. 31, 2021 GBP (£) shares | Dec. 31, 2021 USD ($) shares | Oct. 29, 2020 GBP (£) | Oct. 29, 2020 USD ($) |
Loan notes with a principal amount , first portion | £ 5,865,450 | $ 7,549,258 | ||
Miscellaneous other reserves [member] | ||||
Loan notes with a principal amount , first portion | £ 5,865,450 | $ 7,549,258 | ||
Number of shares issued | 1,652,248 | 1,652,248 | ||
Unconverted portion of the exchange loan notes | £ 4,134,550 | $ 5,321,465 |
Equity settled share-based tr_3
Equity settled share-based transactions - Granted under the Option Schemes (Details) | 12 Months Ended | ||
Dec. 31, 2021 yr $ / shares | Dec. 31, 2020 $ / shares | Jun. 16, 2021 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Exercise price, share options granted | $ 0.01 | ||
2021 Share Incentive Plan | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Number of shares authorized to issue under the plan | shares | 4,052,627 | ||
Share options | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Options exercisable period | yr | 7 | ||
Share options | First anniversary | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Exercise price, share options granted | $ 0.01 | ||
Vesting percentage | 33.33% | ||
Share options | Twenty three months | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Monthly vesting percentage | 2.77% | ||
Share options | Third anniversary | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Monthly vesting percentage | 2.96% |
Equity settled share-based tr_4
Equity settled share-based transactions - Share Options Outstanding (Details) - Share options | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2020 instuments Options | Dec. 31, 2020 Options | Dec. 31, 2019 Options | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Options outstanding | 10,757,396 | 10,757,396 | 10,527,131 | |
Vesting period | 1 year | |||
Directors | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Options outstanding | 8,631,256 | |||
Employees | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Options outstanding | 1,311,394 | |||
Third parties | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Options outstanding | 814,746 | |||
Options granted in relation to consultancy services | Options | 86,128 |
Equity settled share-based tr_5
Equity settled share-based transactions - Number and Weighted Average Exercise Prices of Share Options (Details) - Share options | 12 Months Ended | ||||||||
Dec. 31, 2021 $ / shares | Dec. 31, 2021 Options | Dec. 31, 2021 shares | Dec. 31, 2020 $ / shares | Dec. 31, 2020 instuments $ / shares | Dec. 31, 2020 $ / shares | Dec. 31, 2020 Options $ / shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2020 OPTIONS $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Outstanding at the beginning of year (in dollars per share) | $ 0.01 | $ 0.01 | |||||||
Forfeited during the year (in dollars per share) | 0.01 | 0.01 | |||||||
Cancelled during the year (in dollars per share) | $ 0 | ||||||||
Rolled up to restricted share units | shares | (10,751,220) | 0 | |||||||
Granted during the year (in dollars per share) | 0.01 | ||||||||
Outstanding at the end of year (in dollars per share) | 0.01 | ||||||||
Exercisable at the end of year (in dollars per share) | 0.01 | ||||||||
Outstanding at the beginning of year (in shares) | 10,757,396 | 10,527,131 | |||||||
Forfeited during the year (in shares) | Options | (6,176) | (18,708) | |||||||
Cancelled during the year (in shares) | Options | (12,304) | ||||||||
Granted during the year (in shares) | Options | 261,277 | ||||||||
Outstanding at the end of year (in shares) | 10,757,396 | 10,757,396 | |||||||
Exercisable at the end of year (in shares) | OPTIONS | 10,366,802 | ||||||||
Weighted average exercise price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Weighted average remaining contractual life | 4 years 8 months 12 days |
Equity settled share-based tr_6
Equity settled share-based transactions - Fair value of share options and assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 USD ($) yr | Dec. 31, 2020 USD ($) yr $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Exercise price | $ 0.01 | |
Expected dividends | 0% | |
Likelihood of achieving a liquidity event | 70 | |
Equity-settled share-based payment expenses | $ | $ 532,752 | $ 704,358 |
Bottom of range [member] | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Fair value at measurement date | $ 4.11 | |
Share price | $ 4.12 | |
Expected volatility | 51.97% | |
Expected option life | yr | 1.5 | |
Risk-free interest rate (based on 5year HKSAR government bonds) | 0.09% | |
Top of range [member] | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Fair value at measurement date | $ 5.49 | |
Share price | $ 5.5 | |
Expected volatility | 88.74% | |
Expected option life | yr | 2 | |
Risk-free interest rate (based on 5year HKSAR government bonds) | 0.805% |
Equity settled share-based tr_7
Equity settled share-based transactions - Restricted Share Scheme (Details) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 USD ($) item | May 18, 2022 item | Aug. 01, 2017 item $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Aggregate fair value of the restricted shares granted | $ 54,645,584 | $ 54,645,584 | |||||
Equity-settled share-based payment expenses | $ 532,752 | $ 704,358 | |||||
Restricted shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of restricted shares granted | item | 5,313,900 | ||||||
Subscription price | $ / shares | $ 0.01 | ||||||
Aggregate fair value of the restricted shares granted | $ 5,799,625 | ||||||
Aggregate fair value of the restricted shares granted (in Dollar per share) | $ / shares | $ 1.091 | ||||||
Equity-settled share-based payment expenses | $ 15,534 | $ 913,111 | |||||
PHCL 2021 Plan [Member] | Restricted shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of restricted shares granted | item | 3,933,063 | ||||||
Subscription price | $ / shares | $ 0.01 | ||||||
Aggregate fair value of the restricted shares granted (in Dollar per share) | $ / shares | $ 13.89 | ||||||
Equity-settled share-based payment expenses | $ 18,395,861 | $ 3,537,228 | |||||
PHCL 2022 Plan [Member] | Restricted shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of restricted shares granted | item | 2,446,557 | 144,522 | |||||
Aggregate fair value of the restricted shares granted | $ 10,988,238 | 10,988,238 | |||||
Equity-settled share-based payment expenses | $ 3,948,220 | ||||||
Bottom of range [member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Percentage of trade sale defined in share agreement | 50% | ||||||
Bottom of range [member] | PHCL 2021 Plan [Member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Percentage of trade sale defined in share agreement | 50% | ||||||
First anniversary | Restricted shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Vesting percentage | 33.33% | ||||||
First anniversary | PHCL 2021 Plan [Member] | Restricted shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Vesting percentage | 33.33% | ||||||
Twenty three months | Restricted shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Monthly vesting percentage | 2.77% | ||||||
Twenty three months | PHCL 2021 Plan [Member] | Restricted shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Monthly vesting percentage | 2.77% | ||||||
Third anniversary | Restricted shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Monthly vesting percentage | 2.96% | ||||||
Third anniversary | PHCL 2021 Plan [Member] | Restricted shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Monthly vesting percentage | 2.96% |
Equity settled share-based tr_8
Equity settled share-based transactions - Movement of restricted shares (Details) - Restricted shares - item | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Outstanding at the beginning of the year (in shares) | 451,682 | 5,313,900 |
Vested and not subject to claw-back during the year | (451,682) | (4,862,218) |
Outstanding at the end of the year (in shares) | 451,682 |
Equity settled share-based tr_9
Equity settled share-based transactions - RSUs outstanding (Details) - Restricted Share Units | Dec. 31, 2021 |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Restricted share units outstanding | 14,748,217 |
Directors | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Restricted share units outstanding | 11,900,009 |
Employees | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Restricted share units outstanding | 2,033,151 |
Third parties | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Restricted share units outstanding | 815,057 |
Equity settled share-based t_10
Equity settled share-based transactions - Fair value of RSUs and key assumptions (Details) - Restricted Share Units - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
Fair value of share options and key assumptions | ||
Fair value at measurement date | $ 13.89 | |
Share price | 13.89 | |
Exercise price | $ 0.01 | $ 0.01 |
Expected volatility | 41.03% | |
Expected option life | 1 year | 1 year |
Expected dividends | 0% | 0% |
Risk-free interest rate | 1% | |
Likelihood of achieving a redemption event | 5 | 5 |
Likelihood of achieving a liquidity event | 5 | 5 |
Bottom of range [member] | ||
Fair value of share options and key assumptions | ||
Fair value at measurement date | $ 13.89 | |
Share price | $ 13.89 | |
Expected volatility | 41.03% | |
Risk-free interest rate | 1% | |
Top of range [member] | ||
Fair value of share options and key assumptions | ||
Fair value at measurement date | $ 18.91 | |
Share price | $ 18.91 | |
Expected volatility | 44.26% | |
Risk-free interest rate | 1.13% |
Equity settled share-based t_11
Equity settled share-based transactions - RSUs activity (Details) - Restricted Share Units | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Outstanding at the beginning of the year (in dollars per share) | $ 0.01 |
Rolled up from options (in dollars per share) | 0.01 |
Granted during the year (in dollars per share) | 0.01 |
Exercisable at the end of the year (in dollars per share) | 0.01 |
Outstanding at the end of the year (in dollars per share) | $ 0.01 |
Rolled up from options (in shares) | shares | 10,751,220 |
Granted during the year (in shares) | 3,996,997 |
Outstanding at the end of the year (in shares) | 14,748,217 |
Equity settled share-based t_12
Equity settled share-based transactions - 2021 Share Incentive Plan (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2021 $ / shares | Jun. 30, 2021 | Jun. 30, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Equity-settled share-based payment expenses | $ | $ 532,752 | $ 704,358 | |||||
2021 Share Incentive Plan | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Equity-settled share-based payment expenses | $ | $ 21,946,632 | ||||||
Restricted Share Units | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of restricted shares granted | 3,996,997 | ||||||
Weighted average exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Weighted average remaining contractual life | 4 years 8 months 12 days | ||||||
Restricted Share Units | Employees | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Aggregate fair value of the RSUs united granted | $ | $ 54,645,652 | $ 1,209,111 | |||||
Fair value of the RSUs united granted (in dollar per share) | $ / shares | $ 13.89 | $ 18.91 | |||||
Restricted Share Units | 2021 Share Incentive Plan | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of restricted shares granted | 63,934 | 3,933,063 | |||||
Restricted Share Units | Prenetics 2022 Plan [Member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Weighted average exercise price | $ / shares | $ 0.01 | $ 0.01 | |||||
Weighted average remaining contractual life | 3 years |
Fair values of financial inst_3
Fair values of financial instruments - Credit risk (Details) - customer | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of major customers [line items] | ||
Percentage of total trade receivables | 46% | 20% |
Overall expected loss rate | 0.80% | 1.76% |
Largest customer | ||
Disclosure of major customers [line items] | ||
Percentage of total trade receivables | 69% | 77% |
Five largest customers | ||
Disclosure of major customers [line items] | ||
Number of largest customers | 5 |
Fair values of financial inst_4
Fair values of financial instruments - Movement in the loss allowance account (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | ||
Allowance account for credit losses of financial assets at beginning of period | $ 411,059 | $ 22,490 |
Impairment losses recognized during the year | 110,114 | 386,387 |
Exchange differences | (2,205) | 2,182 |
Allowance account for credit losses of financial assets at end of period | $ 518,968 | $ 411,059 |
Fair values of financial inst_5
Fair values of financial instruments - Remaining contractual maturities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Contractual undiscounted cash outflow | |||
Trade payables | $ 9,979,726 | $ 13,436,941 | |
Accrued expenses and other current liabilities | 36,280,298 | 8,930,905 | |
Deferred consideration | 1,358,189 | ||
Convertible securities | 12,499,363 | ||
Lease liabilities | 5,981,170 | 1,754,746 | |
Preference share liabilities - redemption amount | 123,556,616 | ||
Amounts due to shareholders | 133,314 | ||
Total liabilities | 175,797,810 | 38,113,458 | |
Carrying amount | |||
Trade payables | $ 8,571,871 | 9,979,726 | 13,436,941 |
Accrued expenses and other current liabilities | 36,280,298 | 8,930,905 | |
Deferred consideration | 1,304,588 | ||
Convertible securities | 0 | 15,346,113 | |
Lease liabilities | 5,267,210 | 1,669,857 | |
Preference share liabilities - redemption amount | 61,373,153 | ||
Amounts due to shareholders | 133,314 | ||
Total liabilities | 112,900,387 | 40,821,718 | |
Not later than one year [member] | |||
Contractual undiscounted cash outflow | |||
Trade payables | 9,979,726 | 13,436,941 | |
Accrued expenses and other current liabilities | 36,280,298 | 8,930,905 | |
Deferred consideration | 1,358,189 | ||
Convertible securities | 12,499,363 | ||
Lease liabilities | 1,921,466 | 919,031 | |
Amounts due to shareholders | 133,314 | ||
Total liabilities | 48,181,490 | 37,277,743 | |
Later than one year and not later than two years [member] | |||
Contractual undiscounted cash outflow | |||
Lease liabilities | 1,743,456 | 567,863 | |
Total liabilities | 1,743,456 | 567,863 | |
Later than two years and not later than five years [member] | |||
Contractual undiscounted cash outflow | |||
Lease liabilities | 2,316,248 | 267,852 | |
Preference share liabilities - redemption amount | 123,556,616 | ||
Total liabilities | $ 125,872,864 | $ 267,852 |
Fair values of financial inst_6
Fair values of financial instruments - Group's exposure at the end of the reporting period to currency risk (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
United States of America, Dollars | ||
Disclosure of detailed information about financial instruments [line items] | ||
Increase in foreign exchange rates | 1% | 1% |
(Decrease) in foreign exchange rates | (1.00%) | (1.00%) |
Effect on profit after tax and retained profits, increase in foreign exchange rates | $ (67,269) | $ (27,206) |
Effect on profit after tax and retained profits, decrease in foreign exchange rates | $ 67,269 | $ 27,206 |
China, Yuan Renminbi | ||
Disclosure of detailed information about financial instruments [line items] | ||
Increase in foreign exchange rates | 1% | 1% |
(Decrease) in foreign exchange rates | (1.00%) | (1.00%) |
Effect on profit after tax and retained profits, increase in foreign exchange rates | $ 13,468 | $ (37,444) |
Effect on profit after tax and retained profits, decrease in foreign exchange rates | (13,468) | 37,444 |
Currency risk [member] | United States of America, Dollars | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | (8,027,547) | 3,393,974 |
Currency risk [member] | United States of America, Dollars | Trade receivables [member] | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 373,889 | 169 |
Currency risk [member] | United States of America, Dollars | Deposits And Prepayments | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 3,899,656 | |
Currency risk [member] | United States of America, Dollars | Amount due from a shareholder | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 192 | |
Currency risk [member] | United States of America, Dollars | Cash and cash equivalents | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 1,231,648 | 3,503,003 |
Currency risk [member] | United States of America, Dollars | Trade payables | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | (2,112,494) | (109,390) |
Currency risk [member] | United States of America, Dollars | Accrued expenses and other current liabilities. | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | (11,420,246) | |
Currency risk [member] | China, Yuan Renminbi | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | (1,612,926) | (4,484,275) |
Currency risk [member] | China, Yuan Renminbi | Deposits And Prepayments | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 4,500,406 | |
Currency risk [member] | China, Yuan Renminbi | Other receivables | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 290 | |
Currency risk [member] | China, Yuan Renminbi | Amount due from a joint venture | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 180,825 | |
Currency risk [member] | China, Yuan Renminbi | Cash and cash equivalents | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 14 | 1,450 |
Currency risk [member] | China, Yuan Renminbi | Trade payables | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | (6,113,239) | $ (4,666,840) |
Currency risk [member] | China, Yuan Renminbi | Accrued expenses and other current liabilities. | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | $ (107) |
Fair values of financial inst_7
Fair values of financial instruments - Group's profit after tax (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | $ 112,900,387 | $ 40,821,718 | |
Financial assets at fair value through profit or loss, category [member] | Financial assets at fair value, class [member] | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | $ 26,746,657 | 9,906,000 | |
Unlisted securities | Financial liabilities at fair value, class [member] | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | 425,031,617 | ||
Level 3 of fair value hierarchy [member] | Financial assets at fair value through profit or loss, category [member] | Financial assets at fair value, class [member] | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | 26,746,657 | 9,906,000 | |
Level 3 of fair value hierarchy [member] | Unlisted securities | Financial liabilities at fair value, class [member] | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | 425,031,617 | ||
Debt securities [member] | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | 15,346,113 | ||
Debt securities [member] | Level 1 of fair value hierarchy [member] | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | $ 0 | 0 | |
Debt securities [member] | Level 3 of fair value hierarchy [member] | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | $ 15,346,113 | ||
Warrant liabilities [member] | Financial liabilities at fair value, class [member] | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | 8,311,000 | ||
Warrant liabilities [member] | Level 3 of fair value hierarchy [member] | Financial liabilities at fair value, class [member] | |||
Disclosure of detailed information about financial instruments [line items] | |||
Financial liabilities | $ 8,311,000 |
Fair values of financial inst_8
Fair values of financial instruments - Additional information (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Increase/ decrease in net loss, increase in unobservable input | $ 1,795,061 | |||
Increase/ decrease in net loss, decrease in unobservable input | $ (89,520) | |||
Expected volatility | ||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Increase in unobservable input | 5% | 5% | ||
Increase/ decrease in net loss, increase in unobservable input | $ 47,446 | $ 84,785 | ||
Increase/ decrease in net loss, decrease in unobservable input | $ 66,174 | |||
Risk-adjusted discount rate | ||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Increase in unobservable input | 5% | 5% | ||
Increase/ decrease in net loss, increase in unobservable input | $ 14,983 | |||
Increase/ decrease in net loss, decrease in unobservable input | $ (48,370,219) | $ 14,983 | ||
Debt securities [member] | Expected volatility | ||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Significant unobservable inputs | 40.6 | |||
Debt securities [member] | Risk-adjusted discount rate | ||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Significant unobservable inputs | 15.9 | |||
Preference Shares Liabilities, Conversion Feature | ||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Significant unobservable inputs | 12 | |||
Preference Shares Liabilities, Conversion Feature | Expected volatility | ||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Significant unobservable inputs | 41.03 | |||
Increase in unobservable input | 5% | |||
Increase/ decrease in net loss, increase in unobservable input | $ 84,785 | |||
Increase/ decrease in net loss, decrease in unobservable input | (89,520) | |||
Preference Shares Liabilities, Conversion Feature | Risk-adjusted discount rate | ||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Increase in unobservable input | 5% | |||
Increase/ decrease in net loss, increase in unobservable input | (48,370,219) | |||
Increase/ decrease in net loss, decrease in unobservable input | $ 55,767,113 | |||
Warrant liabilities [member] | Expected volatility | ||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Significant unobservable inputs | 33.38 | |||
Increase in unobservable input | 5% | |||
Increase/ decrease in net loss, decrease in unobservable input | $ 852 | |||
Warrant liabilities [member] | Risk free Interest Rate Measurement Input [Member] | ||||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||||
Significant unobservable inputs | 3.1 | |||
Increase in unobservable input | 5% | |||
Increase/ decrease in net loss, decrease in unobservable input | $ 100 |
Fair values of financial inst_9
Fair values of financial instruments - Changes in measurement inputs used (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | ||||
Increase/(decrease) in significant unobservable inputs, decrease in unobservable input | (5.00%) | |||
Increase/(decrease) on the Group's loss, increase in unobservable input | $ 1,795,061 | |||
Increase/(decrease) on the Group's loss, increase in unobservable input | 55,767,113 | |||
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ (89,520) | |||
Risk-adjusted discount rate | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | ||||
Increase/(decrease) in significant unobservable inputs, increase in unobservable input | 5% | 5% | ||
Increase/(decrease) on the Group's loss, increase in unobservable input | $ 14,983 | |||
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ (48,370,219) | $ 14,983 | ||
Risk-adjusted discount rate | Preference Shares Liabilities, Conversion Feature | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | ||||
Increase/(decrease) in significant unobservable inputs, increase in unobservable input | 5% | |||
Increase/(decrease) in significant unobservable inputs, decrease in unobservable input | (5.00%) | |||
Increase/(decrease) on the Group's loss, increase in unobservable input | $ (48,370,219) | |||
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ 55,767,113 | |||
Discount for lack of marketability | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | ||||
Increase/(decrease) in significant unobservable inputs, increase in unobservable input | 5% | |||
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ (1,795,038) | |||
Discount for lack of marketability | Preference Shares Liabilities, Conversion Feature | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | ||||
Increase/(decrease) in significant unobservable inputs, increase in unobservable input | 5% | |||
Increase/(decrease) in significant unobservable inputs, decrease in unobservable input | (5.00%) | |||
Increase/(decrease) on the Group's loss, increase in unobservable input | $ (1,795,038) | |||
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ 1,795,061 | |||
Expected volatility | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | ||||
Increase/(decrease) in significant unobservable inputs, increase in unobservable input | 5% | 5% | ||
Increase/(decrease) on the Group's loss, increase in unobservable input | $ 47,446 | $ 84,785 | ||
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ 66,174 | |||
Expected volatility | Warrant liabilities [member] | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | ||||
Increase/(decrease) in significant unobservable inputs, increase in unobservable input | 5% | |||
Increase/(decrease) in significant unobservable inputs, decrease in unobservable input | (5.00%) | |||
Increase/(decrease) on the Group's loss, increase in unobservable input | $ (849) | |||
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ 852 | |||
Expected volatility | Preference Shares Liabilities, Conversion Feature | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | ||||
Increase/(decrease) in significant unobservable inputs, increase in unobservable input | 5% | |||
Increase/(decrease) in significant unobservable inputs, decrease in unobservable input | (5.00%) | |||
Increase/(decrease) on the Group's loss, increase in unobservable input | $ 84,785 | |||
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ (89,520) | |||
Risk free Interest Rate Measurement Input [Member] | Warrant liabilities [member] | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, liabilities [line items] | ||||
Increase/(decrease) in significant unobservable inputs, increase in unobservable input | 5% | |||
Increase/(decrease) in significant unobservable inputs, decrease in unobservable input | (5.00%) | |||
Increase/(decrease) on the Group's loss, increase in unobservable input | $ (99) | |||
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ 100 |
Material related party transa_2
Material related party transactions - Transactions with key management personnel (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related party transactions | |||||
Sales to a shareholder | $ 16,950 | $ 393,342 | |||
Services provided by a company with control from a director of the Company | $ 30,664 | $ 49,421 | $ 90,353 | ||
Purchase from a joint venture | $ 53,981 | 53,981 | $ 21,119 | $ 5,590 | |
Legal and professional fee paid on behalf of related companies | $ 9,060 |
Related party transactions - Tr
Related party transactions - Transactions with other related parties (Details) | 12 Months Ended | ||||
Jul. 01, 2021 USD ($) | Jul. 01, 2021 ZAR (R) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Disclosure of transactions between related parties [line items] | |||||
Cash consideration | $ 2,929,533 | $ 0 | |||
Gain on bargain purchase | $ 117,238 | $ 0 | $ 0 | ||
Prenetics EMEA Limited (formerly known as DNAFit Life Sciences Limited) | DNAFit Africa (Pty) Limited [Member] | |||||
Disclosure of transactions between related parties [line items] | |||||
Ownership interest acquired | 100% | 100% | |||
Cash consideration | $ 65 | R 1,000 | |||
Gain on bargain purchase | $ 117,238 |
Acquisition (Details)
Acquisition (Details) | 12 Months Ended | |||||||
Nov. 11, 2021 USD ($) shares | Oct. 29, 2021 USD ($) | Oct. 29, 2021 GBP (£) | Oct. 29, 2020 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Oct. 29, 2020 GBP (£) shares | |
Disclosure of detailed information about business combination [line items] | ||||||||
Settlement of deferred consideration | $ 1,326,823 | $ 0 | $ 0 | |||||
Oxsed Limited (note 32) | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Cash Consideration | $ 2,574,145 | |||||||
Deferred consideration | 1,287,072 | £ 1,000,000 | ||||||
Loan notes with a principal amount | 12,870,723 | 10,000,000 | ||||||
Loan notes with a principal amount , first portion | $ 7,549,258 | £ 5,865,450 | ||||||
Number of shares issued | shares | 1,652,248 | 1,652,248 | ||||||
Exchangeable period (in years) | 3 years | |||||||
Percentage of earn-out payment on net sales | 15% | |||||||
Period for net sales to calculate earn-out payment | 3 years | |||||||
Additional contingent consideration | $ 19,306,085 | £ 15,000,000 | ||||||
Period for contingent consideration payable (in years) | 3 years | |||||||
Amount of intellectual property rights as an intangible asset | $ 17,619,789 | |||||||
Estimated useful lives | 20 years | |||||||
Settlement of deferred consideration | $ 1,225,783 | £ 1,000,000 | ||||||
Number of shares issued in conversion | shares | 388,216 | |||||||
Shares issued | $ 1,778,029 | |||||||
Cash consideration | $ 3,277,294 | £ 2,000,000 |
Collaboration and licensing a_2
Collaboration and licensing arrangement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaboration and Licensing Arrangements [Line Items] | |||
Expenses related to agreement | $ 57,600 | $ 72,121 | |
Agreement with New Horizon | |||
Collaboration and Licensing Arrangements [Line Items] | |||
Fee as a percentage on gross margin | 50% | ||
Agreement initial term | 5 years | ||
Extended term of agreement | 5 years |
Non-adjusting events after th_2
Non-adjusting events after the reporting period (Details) - USD ($) | 1 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | |
Credit Facilities | Prenetics HK | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
Aggregate credit facilities | $ 49,500,000 | |
Announcement of plan to discontinue operation [member] | Diagnostics | UNITED KINGDOM | Goodwill Property Plant And Equipment And Intangible Assets Other Than Goodwill [Member] | ||
Disclosure of non-adjusting events after reporting period [line items] | ||
write-off of prepayment | $ 3,500,000 | |
Impairment loss | $ 24,100,000 |