Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Current Fiscal Year End Date | --12-31 |
Entity Registrant Name | Prenetics Global Limited |
Entity Filer Category | Accelerated Filer |
Entity File Number | 001-41401 |
Entity Well-known Seasoned Issuer | No |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Registration Statement | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Address, Address Line One | Unit 701-706, K11 Atelier King’s Road |
Entity Address, Address Line Two | 728 King’s Road |
Entity Central Index Key | 0001876431 |
Entity Address, Country | HK |
Entity Address, City or Town | Quarry Bay |
Entity Incorporation, State or Country Code | E9 |
Security Exchange Name | NASDAQ |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share |
Entity Common Stock, Shares Outstanding | 136,983,110 |
Trading Symbol | PRE |
Entity Address, Postal Zip Code | 000000 |
ICFR Auditor Attestation Flag | false |
Entity Ex Transition Period | false |
Auditor Name | KPMG |
Auditor Firm ID | 1181 |
Auditor Location | Hong Kong |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | Unit 701-706, K11 Atelier King’s Road |
Entity Address, Address Line Two | 728 King’s Road |
Entity Address, Country | HK |
Entity Address, City or Town | Quarry Bay |
City Area Code | 852 |
Local Phone Number | 2210-9588 |
Entity Address, Postal Zip Code | 000000 |
Contact Personnel Name | Stephen Lo, Chief Financial Officer |
Contact Personnel Email Address | stephen.lo@prenetics.com |
Warrants [Member] | |
Document Information [Line Items] | |
Security Exchange Name | NASDAQ |
Title of 12(b) Security | Warrants |
Trading Symbol | PRENW |
Consolidated statements of prof
Consolidated statements of profit or loss and other comprehensive income - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Revenue | $ 275,761,298 | $ 275,852,753 | $ 65,179,515 |
Direct costs | (144,206,412) | (169,721,542) | (38,834,696) |
Gross profit | 131,554,886 | 106,131,211 | 26,344,819 |
Other income and other net gains/(losses) | 404,643 | 138,948 | (315,404) |
Share of loss of a joint venture | (1,133,321) | ||
Selling and distribution expenses | (13,301,436) | (21,932,322) | (6,492,635) |
Research and development expenses | (15,519,228) | (10,563,952) | (2,782,123) |
Restructuring costs in relation to diagnostic business | (30,378,741) | 0 | 0 |
Administrative and other operating expenses | (96,063,312) | (83,991,413) | (16,616,462) |
Loss from operations | (23,303,188) | (10,217,528) | (995,126) |
Fair value loss on financial assets at fair value through profit or loss | (9,363,495) | (94,000) | |
Share-based payment on listing | (89,546,601) | ||
Fair value loss on convertible securities | (29,054,669) | (2,846,750) | |
Fair value loss on preference shares liabilities | (60,091,353) | (125,398,798) | |
Fair value loss on warrant liabilities | 3,196,538 | ||
Write-off on amount due from a shareholder | (106,179) | ||
Gain on bargain purchase | 117,238 | ||
Loss on disposal of a subsidiary | (292,132) | ||
Other finance costs | (4,198,184) | (5,238,030) | (59,567) |
Loss before taxation | (183,306,283) | (170,284,098) | (3,901,443) |
Income tax (expense)/credit | (7,147,104) | (3,732,744) | 1,937,558 |
Loss for the year | (190,453,387) | (174,016,842) | (1,963,885) |
Exchange differences on translation [abstract] | |||
Exchange differences on translation of financial statements of subsidiaries and a joint venture outside Hong Kong | (4,842,932) | 260,112 | 1,581,372 |
Total comprehensive income for the year | (195,296,319) | (173,756,730) | (382,513) |
Profit (loss), attributable to [abstract] | |||
Equity shareholders of the Company | (190,453,333) | (174,009,273) | (1,939,689) |
Non-controlling interests | (54) | (7,569) | (24,196) |
Loss for the year | (190,453,387) | (174,016,842) | (1,963,885) |
Comprehensive income attributable to [abstract] | |||
Equity shareholders of the Company | (195,296,265) | (173,749,161) | (358,317) |
Non-controlling interests | (54) | (7,569) | (24,196) |
Total comprehensive income for the year | $ (195,296,319) | $ (173,756,730) | $ (382,513) |
Loss per share | |||
Basic | $ (2.5) | $ (11.92) | $ (0.15) |
Diluted | $ (2.5) | $ (11.92) | $ (0.15) |
Consolidated statements of fina
Consolidated statements of financial position - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Property, plant and equipment | $ 13,102,546 | $ 13,037,192 |
Intangible assets | 14,785,875 | 23,826,282 |
Goodwill | 33,800,276 | 3,978,065 |
Interests in associates | 788,472 | |
Deferred tax assets | 243,449 | 79,702 |
Deferred expenses | 6,307,834 | 0 |
Other non-current assets | 1,292,462 | 693,548 |
Non-current assets | 70,320,914 | 41,614,789 |
Deferred expenses | 4,577,255 | |
Inventories | 4,534,072 | 6,829,226 |
Trade receivables | 41,691,913 | 47,041,538 |
Deposits, prepayments and other receivables | 6,889,114 | 7,817,756 |
Amounts due from related companies | 9,060 | |
Financial assets at fair value through profit or loss | 17,537,608 | 9,906,000 |
Short-term deposits | 19,920,160 | |
Cash and cash equivalents | 146,660,195 | 35,288,952 |
Current assets | 241,810,317 | 106,892,532 |
Total assets | 312,131,231 | 148,507,321 |
Liabilities | ||
Deferred tax liabilities | 3,185,440 | 659,498 |
Preference shares liabilities | 486,404,770 | |
Warrant liabilities | 3,574,885 | |
Lease liabilities | 3,763,230 | 3,600,232 |
Other non-current liabilities | 949,701 | |
Non-current liabilities | 11,473,256 | 490,664,500 |
Trade payables | 7,291,133 | 9,979,726 |
Accrued expenses and other current liabilities | 15,611,421 | 36,280,298 |
Contract liabilities | 5,674,290 | 9,587,245 |
Lease liabilities | 2,882,933 | 1,666,978 |
Liabilities for puttable financial instrument | 17,138,905 | 0 |
Tax payable | 8,596,433 | 1,223,487 |
Current liabilities | 57,195,115 | 58,737,734 |
Total liabilities | 68,668,371 | 549,402,234 |
Equity [abstract] | ||
Share capital | 13,698 | 1,493 |
Reserves | 237,050,429 | (400,811,431) |
Total equity/(equity deficiency) attributable to equity shareholders of the Company | 237,064,127 | (400,809,938) |
Non-controlling interests | 6,398,733 | (84,975) |
Total equity/(equity deficiency) | 243,462,860 | (400,894,913) |
Total equity and liabilities | $ 312,131,231 | $ 148,507,321 |
Consolidated statements of chan
Consolidated statements of changes in equity - USD ($) | Total | Issued capital [member] | Share premium [member] | Treasury stock | 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, 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 year | (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 year | (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 | (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) | |
Changes in equity for the year: | ||||||||||
Loss for the year | (190,453,387) | (190,453,333) | (190,453,333) | (54) | ||||||
Other comprehensive income | (4,842,932) | (4,842,932) | (4,842,932) | |||||||
Total comprehensive income | (195,296,319) | (4,842,932) | (190,453,333) | (195,296,265) | (54) | |||||
Equity-settled share-based transactions | 31,580,383 | 31,580,383 | 31,580,383 | |||||||
Vesting of shares under the restricted share scheme | 116,864 | 785 | 116,079 | 116,864 | ||||||
Capital contribution | 116,094,600 | 1,494 | 116,093,106 | 116,094,600 | ||||||
Shares issued on Reverse Recapitalization | 113,146,206 | 1,452 | 113,144,754 | 113,146,206 | ||||||
Issuance of bonus shares | 1,543 | (1,543) | ||||||||
Reclassification to preference shares liabilities | 550,248,881 | 5,116 | 550,243,765 | 550,248,881 | ||||||
Issuance of shares for acquisition | 39,783,820 | 1,736 | 34,720,780 | 5,061,304 | 39,783,820 | |||||
Issuance of liabilities for puttable financial instrument for acquisition | (17,138,905) | (17,138,905) | (17,138,905) | |||||||
Repurchase of shares | (661,519) | $ (661,519) | (661,519) | |||||||
Acquisition of non-controlling interests | 6,483,762 | 6,483,762 | ||||||||
Shares issued upon conversion of exchange loan notes | 79 | (79) | ||||||||
PIPE investors | (17,400,000) | (17,400,000) | (17,400,000) | |||||||
PIPE investors upon listing | 17,400,000 | 17,400,000 | 17,400,000 | |||||||
Ending balance at Dec. 31, 2022 | $ 243,462,860 | $ 13,698 | $ 831,443,231 | $ (661,519) | $ (3,815,197) | $ (251,288,019) | $ 69,415,710 | $ (408,043,777) | $ 237,064,127 | $ 6,398,733 |
Consolidated statements of cash
Consolidated statements of cash flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of cash flows [abstract] | |||
Loss for the year | $ (190,453,387) | $ (174,016,842) | $ (1,963,885) |
Adjustments for: | |||
Bank interest income | (472,189) | (3,980) | (8,043) |
Dividend income | (9,862) | ||
Depreciation | 5,986,888 | 4,288,115 | 1,292,472 |
Amortization of intangible assets | 1,556,091 | 3,058,527 | 1,133,564 |
Other finance costs | 4,198,184 | 5,238,030 | 59,567 |
Fair value loss on convertible securities | 0 | 29,054,669 | 2,846,750 |
Fair value loss on preference shares liabilities | 60,091,353 | 125,398,798 | |
Fair value loss on financial assets at fair value through profit or loss | 9,363,495 | 94,000 | |
Fair value gain on warrant liabilities | (3,196,538) | ||
Restructuring costs in relation to diagnostic business | 30,378,741 | ||
Net foreign exchange losses/(gains) | 223,927 | (285,025) | 280,360 |
Write-off on amount due from a shareholder | 106,179 | ||
Gain on bargain purchase | (117,238) | ||
Loss on disposal of a subsidiary | 292,132 | ||
Impairment loss on interest in joint venture | 570,704 | ||
Impairment loss on amount due form a joint venture | 176,227 | ||
Loss/(gain) on disposal of property, plant and equipment | 72,976 | (39) | 1,646 |
Write-off on property, plant and equipment | 268,226 | 476,431 | |
Write-off on inventories | 2,055,859 | ||
Share of loss of a joint venture | 1,133,321 | ||
Share-based payment on listing | 89,546,601 | ||
Equity-settled share-based payment expenses | 31,580,383 | 22,494,918 | 1,617,469 |
Income tax expense/(credit) | 7,147,104 | 3,732,744 | (1,937,558) |
Total adjustments to reconcile profit (loss) | 48,337,852 | 19,987,646 | 5,026,367 |
Changes in: | |||
Increase in deferred expenses | (10,885,089) | ||
Decrease/(increase) in inventories | 1,256,133 | (2,331,649) | (3,745,228) |
Decrease/(increase) in trade receivables | 6,966,189 | (24,050,811) | (20,090,387) |
Increase in deposits, prepayments and other receivables | (1,213,944) | (6,126,194) | (1,093,451) |
Decrease in amount due from a joint venture | 18,862 | ||
Decrease/(increase) in amounts due from related companies | 9,060 | (9,060) | |
Decrease/(increase) in other non-current assets | 430,534 | (499,966) | (32,577) |
(Decrease)/increase in trade payables | (2,627,637) | (3,457,215) | 9,707,910 |
(Decrease)/increase in accrued expenses and other current liabilities | (24,390,581) | 27,350,803 | 5,962,060 |
(Decrease)/increase in contract liabilities | (4,034,911) | 2,532,659 | 1,485,582 |
Increase in other non-current liabilities | 726,494 | ||
Cash generated from/(used in) operating activities | 14,574,100 | 13,396,213 | (2,760,862) |
Income taxes (paid)/refund | (59,504) | 20,284 | (118,849) |
Net cash from/(used in) operating activities | 14,514,596 | 13,416,497 | (2,879,711) |
Cash flows from investing activities | |||
Payment for purchase of property, plant and equipment | (4,948,151) | (8,546,945) | (2,862,902) |
Proceeds from disposal of property, plant and equipment | 49,938 | 713,523 | 10,890 |
Payment for purchase of intangible assets | (1,394,553) | (2,865,315) | (197,159) |
Payment for purchase of short-term deposits | (19,920,160) | ||
Payment for purchase of financial assets at fair value through profit or loss | (20,000,000) | (10,000,000) | |
Proceeds from redemption of financial assets at fair value through profit or loss | 3,004,897 | ||
Payment for acquisition, net of cash acquired | (3,418,715) | (2,929,533) | |
Increase in amount due from a shareholder | (4,182) | ||
Settlement of deferred consideration | (1,326,823) | ||
Dividend received | 9,862 | ||
Interest received | 472,189 | 3,980 | 8,043 |
Net cash used in investing activities | (46,144,693) | (22,021,580) | (5,974,843) |
Cash flows from financing activities | |||
Capital element of lease rentals paid | (1,877,896) | (1,299,031) | (610,926) |
Interest element of lease rentals paid | (244,085) | (205,915) | (49,400) |
Proceeds from new trade financing | 21,677,075 | ||
Interest paid | (172,978) | (33) | (654) |
Repayment of trade financing | (21,677,075) | ||
Proceeds from issuance of shares | 116,864 | ||
Proceeds from issuance of preference shares | 25,970,000 | ||
Proceeds from Reverse Recapitalization | 146,158,422 | ||
Proceeds from issuance of convertible securities | 4,980,718 | 12,499,363 | |
Payment for purchase of treasury shares | (661,519) | ||
(Decrease)/increase in amounts due to shareholders | (128,797) | 4,477 | |
Net cash from financing activities | 143,318,808 | 29,316,942 | 11,842,860 |
Net increase in cash and cash equivalents | 111,688,711 | 20,711,859 | 2,988,306 |
Cash and cash equivalents at the beginning of the year | 35,288,952 | 14,489,880 | 11,521,505 |
Effect of foreign exchange rate changes | (317,468) | 87,213 | (19,931) |
Cash and cash equivalents at the end of the year | $ 146,660,195 | $ 35,288,952 | $ 14,489,880 |
Reporting entity
Reporting entity | 12 Months Ended |
Dec. 31, 2022 | |
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 The Reverse Recapitalization (see note 30) 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 On December 30, 2022, the Group acquired 74.39 % of the issued share capital of ACT Genomics Holdings Company Limited (“ACT Genomics”), and obtained control of ACT Genomics (the “ACT Acquisition”). ACT Genomics is an innovation-driven cancer Business Combinations The ACT Acquisition is expected to allow the Group to accelerate the utilization of genetic information throughout a cancer patient’s journey and to deliver the information needed to enable best-in-class |
Basis of accounting
Basis of accounting | 12 Months Ended |
Dec. 31, 2022 | |
Basis Of Accounting [Abstract] | |
Basis of accounting | 2 Basis of accounting These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”). They were authorized for issue by the Company’s board of directors on May 1, 2023. Details of the Group’s accounting policies are included in note 36. |
Functional and presentation cur
Functional and presentation currency | 12 Months Ended |
Dec. 31, 2022 | |
Functional And Presentation Currency [Abstract] | |
Functional and presentation currency | 3 Functional and presentation currency These consolidated financial statements are presented in United States dollars (“USD”), which is the Company’s functional currency |
Use of estimates
Use of estimates | 12 Months Ended |
Dec. 31, 2022 | |
Use Of Estimates [Abstract] | |
Use of estimates | 4 Use of estimates In preparing these consolidated financial statements, management has made estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is included in the following notes: Notes 12 and 13: impairment test of cash generating units containing goodwill and intangible assets: key assumptions underlying recoverable amounts, including the recoverability of development costs; and Note 33: acquisition of ACT Genomics Holdings Company Limited and its subsidiaries (“ACT Group”): fair value of the assets acquired and liabilities assumed. Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial The Group assigned its finance team to oversee all significant fair value measurements, including Level 3 fair values, and reports directly to the chief financial officer. The finance team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the finance team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the IFRSs, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the Group’s audit committee. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows. • Level 1: • Level 2: • Level 3 If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in the following notes: • Note 29: equity-settled share-based transactions; • Note 31(B): financial instruments; and • Notes 13 and 33: acquisition of ACT Group. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of operating segments [abstract] | |
Segment information | 5 Segment information A. Basis for segmentation 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 B. Information about reportable segment Information related to each reportable segment is set out below. Performance is measured based on 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 $ $ $ $ 2022 Revenue 15,774,457 259,986,841 — 275,761,298 Gross profit 6,538,453 127,180,380 (2,163,947 ) 131,554,886 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 The following table presents a summary of revenue by region based on the location of domiciliation and the amounts of non-current C. Geographic information (i) Revenue Revenue by regions were as follows: 2022 2021 2020 $ $ $ Hong Kong 210,934,144 124,926,420 35,411,518 United Kingdom 64,827,154 150,926,333 29,767,997 Total revenue 275,761,298 275,852,753 65,179,515 (ii) Non-current Non-current 2022 2021 2020 $ $ $ Hong Kong 67,151,416 10,993,322 3,419,570 United Kingdom 1,816,121 30,334,739 29,510,377 Rest of the world 321,456 207,026 45,460 Total non-current 69,288,993 41,535,087 32,975,407 D. Major customers For the years ended December 31, 2022 and 2021, the Group’s customer base includes the same customers with whom transactions individually have exceeded % of the Group’s revenue for the respective periods. The revenue from these two customers accounted for approximately % of the Group’s revenue for year ended December 31, 2022 and approximately % of the Group’s revenue for year ended December 31, 2021. For the year ended December 31, 2020, the Group’s customer base includes |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [abstract] | |
Revenue | 6 Revenue See accounting policy in note 36 The principal activities of the Group are provision of preventive and diagnostic health testing and services. Revenue related to services are recognized at a point of time when control over a service is transferred to the customer. 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 At December 31, 2022, 2021 and 2020, the amount of service fee income allocated to the remaining performance obligations under the Group’s existing contracts that are non-refundable respectively. The Group will recognize the expected revenue in the future when the performance obligations are fulfilled, 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 gain
Other income and other net gains/(losses) | 12 Months Ended |
Dec. 31, 2022 | |
Other income and other net gain/(losses) | |
Other income and other net gains/(losses) | 7 Other income and other net gain s 2022 2021 2020 $ $ $ Government subsidies (note) 534,678 7,932 513,860 Bank interest income 472,189 3,980 8,043 Dividend income 9,862 — — Net foreign exchange (losses)/gain s (688,725 ) 285,025 (280,360 ) Impairment loss on interest in a joint venture — — (570,704 ) Impairment loss on amount due from a joint venture — (176,227 ) — Sundry income 76,639 18,238 13,757 404,643 138,948 (315,404 ) Note: The Group has recognized various subsidies granted by the governments in different jurisdictions, including: (i) funding support of $234,470 and $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 s (ii) funding support of $7,932 and $43,695 from the Jobs Support Scheme (“JSS”) as one of the 2019 novel coronavirus (“COVID-19”) co-funded (iii) funding support of $ 300,208 |
Loss before taxation
Loss before taxation | 12 Months Ended |
Dec. 31, 2022 | |
Loss before taxation | |
Loss before taxation | 8 Loss before taxation Loss before taxation is arrived at after charging: (a) Other finance costs See accounting policies in notes 36(E) and (J). 2022 2021 2020 $ $ $ Interest expenses on lease liabilities (notes 11(a) and 23(b)) 244,085 205,915 49,400 Interest expenses on trade financing (note 23(b)) 172,978 — — Imputed interest on deferred consideration — 22,235 9,513 Changes in the carrying amount of preference shares liabilities (note 25) 3,752,758 5,009,847 — Other interest expenses 28,363 33 654 4,198,184 5,238,030 59,567 (b) Staff costs 2022 2021 2020 $ $ $ Salaries, wages and other benefits 109,644,199 76,622,503 16,019,896 Contributions to defined contribution retirement plan 861,863 562,427 219,440 Equity-settled share-based payment expenses 31,339,185 22,141,614 1,229,312 141,845,247 99,326,544 17,468,648 Represented by: Direct costs 63,647,052 48,414,622 5,377,536 Selling and distribution expenses 1,782,149 1,299,320 675,418 Research and development expenses 13,404,496 6,943,308 2,056,653 Administrative and other operating expenses 63,011,550 42,669,294 9,359,041 Total staff costs 141,845,247 99,326,544 17,468,648 (c) Restructuring costs in relation to diagnostic business 2022 2021 2020 $ $ $ Restructuring costs in relation to diagnostic business - impairment of intangible assets (note 12) 19,109,580 — — - impairment of goodwill (note 13) 3,272,253 — — - impairment losses on property, plant and equipment (note 11) 4,447,610 — — - write-off 3,549,298 — — 30,378,741 — — During the year ended December 31, 2022, the Group has undertaken a restructuring of the diagnostic business. As a result, an impairment assessment of the CGU Prevention EMEA and CGU Diagnostics EMEA has been performed which the recoverable amounts of the CGUs were less than the carrying amounts of the CGUs. Impairment/write-off on certain assets included in the respective CGUs, namely intangible assets, goodwill, property, plant and equipment and prepayment has been recognized in the profit or loss. In addition, the Group recorded a write-off of prepayment in relation to the diagnostics business. (d) Other items 2022 2021 2020 $ $ $ Cost of inventories (note 16) 57,442,036 52,701,330 10,412,753 Depreciation of (note 11) - property, plant and equipment # 3,899,721 2,745,549 708,637 - right-of-use # 2,087,167 1,542,566 583,835 Amortization of intangible assets # 1,556,091 3,058,527 1,133,564 Write-off 268,226 476,431 — Auditor’s remuneration 1,439,617 1,221,439 566,553 Miscellaneous laboratory charges 268 13,953 12,892 # Direct costs 1,892,036 1,182,134 462,809 Research and development expenses 340,690 145,876 63,162 Administrative and other operating expenses 5,310,253 6,018,632 1,900,065 Total depreciation and amortization charges 7,542,979 7,346,642 2,426,036 |
Income tax expense_(credit)
Income tax expense/(credit) | 12 Months Ended |
Dec. 31, 2022 | |
Income tax expense/(credit) | |
Income tax expense/(credit) | 9 Income tax expense/(credit) See accounting policy in note 36(F). (a) Taxation in the consolidated statements of profit or loss represents: 2022 2021 2020 $ $ $ Current tax - Hong Kong Profits Tax Provision for the year 7,338,274 1,164,222 — Current tax - Overseas Provision for the year 88,463 38,475 19,671 Deferred tax Origination and reversal of temporary differences (279,633 ) 2,530,047 (1,957,229 ) Tax expense/(credit) 7,147,104 3,732,744 (1,937,558 ) Notes: (i) The provision for Hong Kong Profits Tax is calculated by applying the estimated annual effective tax rate of 16.5% for years ended December 31, 2022 and 2021, except for one subsidiary of the Group which is a qualifying corporation under the two-tiered for the year ended December 31, 2020 set-off (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 year ended December 31, 2022, 2021 and 2020. The Finance Act 2021 was enacted on June 10, 2021 and include d and 2022 (iii) Taxation for other overseas subsidiaries and branch is charged at the appropriate current rates of taxation ruling in the relevant countries. (b) Reconciliation of effective tax rate: 2022 2021 2020 $ $ $ Loss before taxation (183,306,283 ) (170,284,098 ) (3,901,443 ) Notional tax on loss before taxation, calculated at the applicable rate (18,117,948 ) (6,622,976 ) (697,772 ) Tax effect of non-deductible 25,595,035 11,587,117 1,111,877 Tax effect of non-taxable (168,565 ) (1,008,915 ) (76,874 ) Tax effect of temporary difference not recognized — — 73,833 Tax effect on utilization of previously unrecognized tax losses — (579,657 ) (692,350 ) Tax effect of tax losses not recognized 101,854 — 298,651 Tax effect of previously unrecognized temporary differences recognized in current year (263,272 ) 360,922 (1,957,229 ) Others — (3,747 ) 2,306 7,147,104 3,732,744 (1,937,558 ) (c) Movement in deferred tax balances: The components of deferred tax (assets)/liabilities recognized in the consolidated statement of financial position and the movements during the years ended December 31, 2020, 2021 and 2022 are as follows: Depreciation Tax losses Intangible Total $ $ $ $ Deferred tax arising from: 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 and 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 and January 1, 2022 1,267,681 (1,809,162 ) 1,121,277 579,796 (Credited)/charged to profit or loss (957,459 ) 1,799,103 (1,121,277 ) (279,633 ) Additions from acquisition (note 33(C)) 63,666 (235,879 ) 2,850,000 2,677,787 Exchange differences (38,448 ) 2,489 — (35,959 ) At December 31, 2022 335,440 (243,449 ) 2,850,000 2,941,991 2022 2021 $ $ Represented by: Deferred tax assets (243,449 ) (79,702 ) Deferred tax liabilities 3,185,440 659,498 2,941,991 579,796 (d) Unrecognized deferred tax assets The Group has not recognized deferred tax assets in respect of cumulative tax losses of $62,586,553 (2021: nil; 2020: $ as it is not probable that future taxable profits against which the losses can be utilized will be available in the relevant tax jurisdictions and entities. The expiry dates of the cumulative tax losses are as follows: 2022 2021 $ $ Within 1 year 893,511 — Over 1 year but within 5 years 14,362,136 — Over 5 years but within 10 years 25,085,050 — Do not expire under the relevant tax legislations 22,245,856 — 62,586,553 — |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2022 | |
Loss per share | |
Loss per share | 10 Loss per share The calculation of the basic and diluted loss per share have been based on the following loss attributable to equity shareholders and weighted-average number of ordinary shares outstanding. 2022 2021 2020 $ $ $ Loss Loss attributable to equity shareholders of the Company (190,453,333 ) (174,009,273 ) (1,939,689 ) Number of shares Weighted-average number of ordinary shares 76,039,727 14,596,997 13,176,752 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. At December 31, 2022, 25,114,282 shares underlying restricted share units, shares underlying warrants and shares underlying exchangeable notes were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. At December 31, 2021, restricted share units and exchangeable notes were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. At December 31, 2020, share options and preference shares, convertible securities and exchangeable notes 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 | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Property, plant and equipment | 11 Property, plant and equipment See accounting policies in notes 36(H), (L)(ii) and (M). Right-of-use (note (a)) Leasehold Fixtures Office and lab Computer Motor Manufacturing Total $ $ $ $ $ $ $ $ Cost: At 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 from acquisition — — 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 and January 1, 2022 8,833,201 3,898,422 39,974 5,582,338 439,543 453,182 1,162,681 20,409,341 Additions 833,538 598,672 569 4,160,369 188,541 — — 5,781,689 Additions from acquisition (note 3 3 4,623,601 3,102,189 — 6,898,517 — 8,261 — 14,632,568 Disposals — (30,492 ) — (357,127 ) (65,993 ) (55,847 ) — (509,459 ) Written off (40,080 ) — — (438,530 ) (6,320 ) — (1,158,041 ) (1,642,971 ) Exchange differences (180,180 ) (92,424 ) (3,669 ) (158,913 ) (37,044 ) (40,483 ) (4,640 ) (517,353 ) At December 31, 2022 14,070,080 7,476,367 36,874 15,686,654 518,727 365,113 — 38,153,815 Accumulated depreciation and impairment loss: At 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 disposal (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 and January 1, 2022 3,518,776 1,459,157 17,926 1,930,922 152,484 123,644 169,240 7,372,149 Charge for the year 2,087,167 1,088,119 10,582 2,287,110 127,052 136,524 250,334 5,986,888 Additions from acquisition (note 3 3 2,720,997 2,199,166 — 4,058,977 — 4,246 — 8,983,386 Written back on disposal — (24,776 ) — (285,044 ) (41,151 ) (35,574 ) — (386,545 ) Written off (34,068 ) — — (176,672 ) (5,964 ) — (1,158,041 ) (1,374,745 ) Impairment loss (note 8(c)) — 297,061 — 3,308,559 102,776 — 739,214 4,447,610 Exchange differences 26,090 (21,879 ) (6,128 ) 51,607 (13,907 ) (12,510 ) (747 ) 22,526 At December 31, 2022 8,318,962 4,996,848 22,380 11,175,459 321,290 216,330 — 25,051,269 Carrying amounts: At December 31, 2022 5,751,118 2,479,519 14,494 4,511,195 197,437 148,783 — 13,102,546 At December 31, 2021 5,314,425 2,439,265 22,048 3,651,416 287,059 329,538 993,441 13,037,192 (a) Right-of-use The analysis of the carrying amount of right-of-use Note 2022 2021 $ $ Properties leased for own use, carried at depreciated cost (i) 5,739,426 5,261,372 Office equipment, carried at depreciated cost (ii) 11,692 53,053 5,751,118 5,314,425 The analysis of expense items in relation to leases recognized in profit or loss is as follows: 2022 2021 2020 $ $ $ Depreciation charge of right-of-use - Properties leased for own use 2,039,815 1,535,333 575,787 - Office equipment 47,352 7,233 8,048 2,087,167 1,542,566 583,835 Interest on lease liabilities (note 8(a)) 244,085 205,915 49,400 Expense relating to short-term leases or leases of low-value 831,631 1,019,937 429,691 During the years ended December 31, 2022, 2021 and 2020, additions to right-of-use Details of the maturity analysis of lease liabilities are set out in note 2 2 (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. 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 potential exposure to future lease payments in relation to such leases are assessed as 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. (b) Amounts recognized in consolidated statement of cash flows Amounts included in the consolidated statement of cash flows for leases comprise the following: 2022 2021 2020 $ $ $ Within operating cash flows (831,631 ) (1,019,937 ) (429,691 ) Within financing cash flows (2,121,981 ) (1,504,946 ) (660,326 ) (2,953,612 ) (2,524,883 ) (1,090,017 ) |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about intangible assets [abstract] | |
Intangible assets | 12 Intangible assets See accounting policies in notes 36(I) and (L)(ii). Website and Trademark Product Computer Customer Total $ $ $ $ $ $ Cost: At 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 and January 1, 2022 1,351,053 26,119,306 2,656,881 — — 30,127,240 Additions 42,968 19,141 484,966 847,478 — 1,394,553 Additions from acquisition (note 3 3 — 12,900,000 — 811,897 800,000 14,511,897 Disposals (165,048 ) — (3,131,244 ) — — (3,296,292 ) Exchange differences (16,656 ) (4,950,867 ) (10,603 ) 5,818 — (4,972,308 ) At December 31, 2022 1,212,317 34,087,580 — 1,665,193 800,000 37,765,090 Accumulated amortization and impairment loss: At 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 and January 1, 2022 1,109,492 4,697,964 493,502 — — 6,300,958 Charge for the year 126,238 757,212 672,641 — — 1,556,091 Written back on disposal (83,549 ) — (3,131,244 ) — — (3,214,793 ) Additions from acquisition (note 3 3 — — — 685,508 — 685,508 Impairment loss (note 8(c)) — 17,147,067 1,962,513 — — 19,109,580 Exchange differences (496 ) (1,460,221 ) 2,588 — — (1,458,129 ) At December 31, 2022 1,151,685 21,142,022 — 685,508 — 22,979,215 Carrying amounts: At December 31, 2022 60,632 12,945,558 — 979,685 800,000 14,785,875 At December 31, 2021 241,561 21,421,342 2,163,379 — — 23,826,282 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of reconciliation of changes in goodwill [abstract] | |
Goodwill | 13 Goodwill See accounting policies in notes 36(I) and (L)(ii). $ At January 1, 2021 3,993,007 Exchange differences (14,942 ) At December 31, 2021 and January 1, 2022 3,978,065 Additions from acquisition (note 33(D)) 33,800,276 Impairment loss (note 8(c)) (3,272,253 ) Exchange differences (705,812 ) At December 31, 2022 33,800,276 Impairment tests for cash-generating units (“CGU”) containing goodwill The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. Prevention and Diagnostics services of Prenetics EMEA 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. Cancer genetic testing services within the Diagnostics segment The goodwill associated with cancer genetic testing services within the Diagnostics segment arose when that business was acquired by the Group at December 30, 2022. It comprises of a group of CGUs responsible for the related operations based in Hong Kong, Taiwan and Thailand. Sales of medical diagnostics products within the Diagnostics segment The goodwill associated with sales of medical diagnostics products within the Diagnostics segment arose when that business was acquired by the Group at December 30, 2022. It represents a CGU responsible for the related operations based in the United Kingdom. Below is the summary of Prenetics EMEA and ACT Genomics goodwill balance allocated to the Group’s CGUs: 2022 2021 $ $ Prevention EMEA within the Prevention segment — 855,284 Diagnostics EMEA within the Diagnostics segment — 3,122,781 Cancer genetic testing services within the Diagnostics segment 30,639,976 — Sales of medical diagnostics products within the Diagnostics segment 3,160,300 — 33,800,276 3,978,065 CGUs of cancer genetic testing services and sales of medical diagnostics products The recoverable amounts of the CGU of cancer genetic testing services and the CGU of sales of medical diagnostics products were determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a six-year period. Cash flows beyond the six-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. 2022 CGU of cancer genetic testing services Pre-tax discount rate 17.7 % Terminal value growth rate 3.0 % Average revenue growth rate 31.1 % CGU of sales of medical diagnostics products Pre-tax discount rate 15.9 % Terminal value growth rate 3.0 % Average revenue growth rate 18.3 % 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 pre-tax 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, 2022, the recoverable amounts of the CGU of cancer genetic testing services and the CGU of sales of medical diagnostics products based on the estimated value-in-use calculations were higher than the carrying amounts of the respective CGUs. Accordingly, no 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, 2022. CGUs Prevention EMEA and Diagnostics EMEA The recoverable amounts of the CGU Prevention EMEA and CGU Diagnostics EMEA were determined based on value-in-use ten-year ten-year In September 2022, the Group has implemented a restructuring plan in its UK business so as to streamline the resources on new business opportunity and to allow capacity to pursue other more sustainable business opportunities in the UK. The management considered this triggered indicators of impairment in the CGU Prevention EMEA and CGU Diagnostics EMEA and has performed the impairment assessment. The calculation of recoverable amounts of the CGU Prevention EMEA use cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated average growth rates stated below. The calculation of recoverable amounts of the CGU Diagnostics EMEA use cash flow projections based on financial budgets approved by management covering the expected remaining period of the business. 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. 2022 2021 CGU Prevention EMEA Pre-tax 16.8 % 16.0 % Terminal value growth rate 3.2 % 3.0 % Average revenue growth rate 25.1 % 24.4 % CGU Diagnostics EMEA Pre-tax 16.8 % 13.7 % Terminal value growth rate N/A 3.0 % Average revenue growth rate N/A 18.4 % Pre-tax At December 31, 2021, 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 was considered necessary. On September 30, 2022, the CGU Prevention EMEA and CGU Diagnostics EMEA were determined to be impaired and the related full amount of goodwill of $ 703,534 2,568,719 , were impaired, respectively. The impairment loss has been included in profit or loss under restructuring costs in relation to diagnostic business (see note 8(c)). |
Interests in associates
Interests in associates | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of associates [abstract] | |
Interests in associates | 14 Interests in associates See accounting policies in notes 36(A)(iv)-(v) and (L)(i). 2022 $ Interests in associates (note 33(C)) 788,472 On December 30, 2022, the Group acquired 74.39% of the issued share capital of ACT Genomics, obtaining control of ACT Genomics. Particulars of associates of the Group are as follows: Place of Particular Name of incorporation/ of issued and Proportion of nominal value of an associate operation paid-up capital issue capital held by the Company Principal activity 2022 2021 Directly Indirectly Directly Indirectly % % % % アクトメッド株式会社 ) Japan 1,347 ordinary shares — 24.85 — — Precise cancer genetic CERBACT Asia Holdings Pte. Ltd. Singapore 100 ordinary shares — 26.04 — — Investment holdings ACTmed Co., Ltd. is an unlisted corporate entity whose quoted market price is not available. The associate is accounted for using the equity method in the consolidated financial statements. At December 31, 2022, the carrying amount of the Group’s interests in the associate is nil as the Group’s share of loss has exceeded its investment in the associate. The Group will not resume recognition of its share of any future profits in the associate until its share of such profits equals the cumulative share of losses not recognized in past years. CERBACT Asia Holdings Pte. Ltd. (“CERBACT”) was incorporated on July 12, 2021 as a limited liability company in Singapore. CERBACT is not individually material to the Group. Aggregate Information of associates that are not individually material: 2022 $ Aggregate carrying amount of individually immaterial associates in the consolidated financial statements 788,472 Aggregate amounts of the Group’s share of those associates’ loss and total comprehensive income — |
Other non-current assets
Other non-current assets | 12 Months Ended |
Dec. 31, 2022 | |
Miscellaneous non-current assets [abstract] | |
Other non-current assets | 15 Other non-current See accounting policies in notes 36(J)(i)-(ii) and (L)(i). 2022 $ 2021 $ Deposits and prepayments 1,292,462 693,548 The balances are classified as non- curr . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Classes of current inventories [abstract] | |
Inventories | 16 Inventories See accounting policy in note 36(G). 2022 $ 2021 $ Consumables and reagent 3,662,303 4,404,959 Work in progress 137,106 — Finished goods 734,663 2,424,267 4,534,072 6,829,226 In 2022, 2021 and 2020, inventories of $57,442,036, $52,701,330 and $10,412,753, respectively, were recognized as an expense during the year and included in ‘direct costs’. In addition, inventories have been reduced by $2,055,859 as a result of the write-down to net realizable value. This write-down was recognized as an expense during 2022. The write-downs are included in ‘direct costs’. All inventories are expected to be recovered within one year. |
Trade and other receivables and
Trade and other receivables and deferred expenses | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables [abstract] | |
Trade and other receivables and deferred expenses | 17 Trade and other receivables and deferred expenses See accounting policies in notes 36(J)(i)-(ii) and (L)(i). 2022 $ 2021 $ Current Trade receivables, net of loss allowance 41,691,913 47,041,538 Deposits, prepayments and other receivables - deposit s 1,119,968 955,854 - prepayments 4,965,101 6,450,343 - other receivables 804,045 411,559 6,889,114 7,817,756 Deferred expenses (note ) 4,577,255 — 53,158,282 54,859,294 Non-current Deferred expenses (note) 6,307,834 — 59,466,116 54,859,294 Note: Deferred expenses represent the advanced bonus payment to a director and 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 the director and those employees in exchange for employee benefits. The amounts expected to be amortized within one year are recognized under current assets. All trade receivables, deposits, prepayments and other receivables are expected to be recovered or recognized as expense within one year Information about the Group’s exposure to credit and market risks, and impairment losses for trade receivables is included in note 31(C). |
Financial assets at fair value
Financial assets at fair value through profit or loss | 12 Months Ended |
Dec. 31, 2022 | |
Financial assets designated as measured at fair value through profit or loss [abstract] | |
Financial assets at fair value through profit or loss | 18 Financial assets at fair value through profit or loss See accounting policy in note 36(J). 2022 $ 2021 $ Financial assets measured at fair value through profit or loss (“FVPL”) - Unlisted securities 17,537,608 9,906,000 Movement of the balance during the year ended December 31, 2022 and 2021 is as follow: 2022 $ 2021 $ At January 1 9,906,000 — Additions 20,000,000 10,000,000 Redemption (3,004,897 ) — Changes in fair value recognized in profit or loss (9,363,495 ) (94,000 ) At December 31 17,537,608 9,906,000 |
Short-term deposits and cash an
Short-term deposits and cash and cash equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Short Term Deposits And Cash And Cash Equivalents [Abstract] | |
Short-term deposits and cash and cash equivalents | 19 Short-term deposits and cash and cash equivalents See accounting policies in notes 36(J)(i)-(ii) and (L)(i). (a) Short-term deposits At December 31, 2022, the short-term deposits of the Group carried weighted average interest rates of 5.21% per annum (2021: nil). (b) Cash and cash equivalents 2022 $ 2021 $ Bank balances 146,656,326 35,288,761 Cash on hand 3,869 191 Cash and cash equivalents 146,660,195 35,288,952 |
Accrued expenses and other liab
Accrued expenses and other liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other liabilities | 20 Accrued expenses and other liabilities See accounting policies in note 36(J). 2022 $ 2021 $ Current Accrued staff costs 1,405,316 1,763,099 Accrued expenses 2,949,038 12,131,214 Accrued professional fee 4,432,425 11,877,996 Value added tax payable 58,093 1,893,190 Deposit liabilities 328,559 2,690,842 Consideration payable in relation to the ACT Acquisition (note) 958,224 — Other payables and accruals 5,479,766 5,923,957 15,611,421 36,280,298 Non-current Other non-current 949,701 — 16,561,122 36,280,298 Note: The amount refers to the payable to one of the sell All of the accrued expenses and other current liabilities are expected to be settled within one year or repayable on demand. |
Contract liabilities
Contract liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Contract liabilities [abstract] | |
Contract liabilities | 21 Contract liabilities See accounting policy in note 36(C). Contract liabilities represents non-refundable 2022 $ 2021 $ Contract liabilities 5,674,290 9,587,245 Movement in contract liabilities is as follows: 2022 $ 2021 $ At January 1 9,587,245 7,054,586 Revenue recognised (5,904,877 ) (3,204,988 ) Additions from acquisition (note 3 3 416,307 — Receipt from customers upon entering sales contracts 1,575,615 5,737,647 At December 31 5,674,290 9,587,245 At December 31, 2022 and 2021, except for the amount of $2,500,370 and $5,915,231, respectively, which is expected to be recognized as revenue within one year, the remaining amount will be recognized as revenue when the performance obligations are fulfilled, which may be after one year from the end of the reporting period. |
Lease liabilities
Lease liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Lease liabilities [abstract] | |
Lease liabilities | 22 Lease liabilities See accounting policy in note 36(M). The following table shows the remaining contractual maturities of the Group’s lease liabilities at the end of the reporting periods: 2022 $ 2021 $ Within 1 year 2,882,933 1,666,978 After 1 year but within 2 years 1,464,200 1,191,547 After 2 years but within 5 years 1,294,278 1,298,897 After 5 years 1,004,752 1,109,788 3,763,230 3,600,232 Total 6,646,163 5,267,210 |
Loans and borrowings
Loans and borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Borrowings [abstract] | |
Loans and borrowings | 23 Loans and borrowings See accounting policies in notes 36(B), (J)(i), (J)(iii) and (L)(ii). (a) Trade financing During the year ended December 31, 2022, the Group has entered into certain bank facilities amounted to $14,500,000, which were secured by trade receivables. The balance of 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 The Group has also 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. Proceeds from trade financing of $21,677,075 were received during the year ended December 31, 2022 and the balances were fully repaid as at December 31, 2022. (b) Reconciliation of movements of liabilities to cash flows arising from financing activities The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash Lease $ Trade financing Convertible $ Preference $ Amounts due to $ Total $ (note 22) (note 23(a)) (note 24) (note 25) 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 Other changes: Increase in lease liabilities from entering into new leases 4,896,384 — — — — 4,896,384 Interest expenses (note 8(a)) 205,915 — — — — 205,915 Fair value loss on convertible securities (note 2 4 — — 29,054,669 — — 29,054,669 Fair value loss on preference shares liabilities (note 2 5 — — — 125,398,798 — 125,398,798 Changes in the carrying amount of preference shares liabilities (note 2 5 — — — 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 2 4 — — 811,819 — — 811,819 Converted to Series D preference shares of the Company (note 2 4 — — (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 Lease Trade financing Convertible Preference Amounts due to Total $ $ $ $ $ $ (note 22) (note 23(a)) (note 24) (note 25) At January 1, 2022 5,267,210 — — 486,404,770 — 491,671,980 Changes from financing cash flows: Capital element of lease rentals paid (1,834,272 ) — — — — (1,834,272 ) Interest element of lease rentals paid (244,085 ) — — — — (244,085 ) Interest paid — (172,978 ) — — — (172,978 ) Proceeds from trade financing — 21,677,075 — — — 21,677,075 Repayment of trade financing — (21,677,075 ) — — — (21,677,075 ) Total changes from financing cash flows (2,078,357 ) (172,978 ) — — — (2,251,335 ) Other changes: Increase in lease liabilities from entering into new leases 833,538 — — — — 833,538 Interest expenses (note 8(a)) 244,085 172,978 — — — 417,063 Changes in the carrying amount of preference shares liabilities (note 2 5 — — — 3,752,758 — 3,752,758 Additions from acquisition (note 3 3 2,379,687 — — — — 2,379,687 Fair value loss on preference shares liabilities (note 2 5 — — — 60,091,353 — 60,091,353 Reclassification to share premium (note 25) — — — (550,248,881 ) — (550,248,881 ) Total other changes 3,457,310 172,978 — (486,404,770 ) — (482,774,482 ) At December 31, 2022 6,646,163 — — — — 6,646,163 |
Convertible securities
Convertible securities | 12 Months Ended |
Dec. 31, 2022 | |
Convertible securities | |
Convertible securities | 24 Convertible securities See accounting policies in note 36(J)(iv). 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 31 December 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 was as follow: $ At January 1, 2021 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 (note 25) (50,193,319 ) At December 31, 2021, January 1, 2022 and December 31, 2022 — |
Preference shares liabilities
Preference shares liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of financial liabilities [abstract] | |
Preference shares liabilities | 25 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 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 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 year ended December 31, 2021 and 2022 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 2 4 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 8(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 and January 1, 2022 61,373,153 425,031,617 486,404,770 Changes in the carrying amount of preference shares liabilities (note 8(a)) 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 December 31, 2022 — — — |
Warrant liabilities
Warrant liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | |
Warrant liabilities | 26 Warrant liabilities See accounting policies in note 36(J). The Reverse Recapitalization (see Note 30) The warrants are listed on NASDAQ under the trading symbol “PRENW” and are measured based on the market price. Movement of the balance during the year ended December 31, 2022 is as follow: 2022 $ At January 1 — Assumption of warrant upon the Reverse Recapitalization 6,186,423 Issuance of warrant 585,000 Change in fair value recognized in profit or loss (3,196,538 ) At December 31 3,574,885 |
Liabilities for puttable financ
Liabilities for puttable financial instrument | 12 Months Ended |
Dec. 31, 2022 | |
Liabilities for puttable financial instrument [Abstract] | |
Liabilities for puttable financial instrument | 27 Liabilities for puttable financial instrument See accounting policies in note 36(J). On December 30, 2022, the Group acquired 74.39% of the issued share capital of ACT Genomics. In connection with the ACT Acquisition, a puttable financial instrument had been granted under the shareholders’ agreements to the remaining shareholders of ACT (the “NCI of ACT”), which the Group has an obligation to buy the remaining shares from the NCI of ACT at specified price if the NCI of ACT exercises the option before the contract’s expiry date. The puttable financial instrument is presented as a current financial liability in the consolidated financial statements due to a potential event could trigger within twelve months from the end of the reporting period. The movement of the liabilities for puttable financial instrument during year ended December 31, 2022 are analyzed as follows: 2022 $ At January 1 — Issuance of puttable financial instrument 17,138,905 At December 31 17,138,905 |
Capital and reserves
Capital and reserves | 12 Months Ended |
Dec. 31, 2022 | |
Miscellaneous equity [abstract] | |
Capital and reserves | 28 Capital and reserves See accounting policies in note 36(K). 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 2022 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 year 14,932,033 1,493 14,543,817 15,349,833 Reclassification to share premium arising from the restructuring (ii) — — — (15,348,379 ) Shares issued upon conversion of exchange loan notes (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 year (v) 1 1 14,932,033 1,493 Series A preference shares, issued and fully paid: As of the beginning of the year — — 4,154,726 2,296,598 Reclassification to preference shares liabilities (iii) — — (4,154,726 ) (2,296,598 ) At the end of the year — — — — Series B preference shares, issued and fully paid: As of the beginning of the year — — 5,338,405 5,554,173 Reclassification to preference shares liabilities (iii) — — (5,338,405 ) (5,554,173 ) At the end of the year — — — — Series C preference shares, issued and fully paid: As of the beginning of the year — — 10,532,116 30,040,000 Reclassification to preference shares liabilities (iii) — — (10,532,116 ) (30,040,000 ) At the end of the 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 was 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. 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 had been redesignated to $50,000 divided into 50,000 ordinary shares of a par value of $1 each. (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 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 year — — Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization 101,265,915 10,127 Share issued for vesting of restricted share units 7,852,791 785 Share issued upon conversion of exchange loan notes 789,282 79 Share issued for the ACT Acquisition 17,361,258 1,736 At the end of the year (ii) 127,269,246 12,727 Class B ordinary shares, issued and fully paid: As of the beginning of the year — — Issuance of Prenetics Ordinary Shares as part of Reverse Recapitalization 9,713,864 971 At the end of the year (iii) 9,713,864 971 Total share capital 13,698 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. (c) 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 36(D)(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 36(B). (iii) Other reserves The other reserves comprise (i) the fair value of share issuance of $5,061,304 in connection with the ACT Acquisition; (ii) the amortized cost of puttable financial instrument in connection with the ACT Acquisition; (iii) the ordinary shares in connection with the acquisition of Oxsed Limited; and ( iv (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. (v) Treasury stock As at December 31, 2022, the Company holds 310,825 shares in treasury and the aggregate price of the purchased shares is deducted from equity as “Treasury stock” for an amount of $661,519. (d) 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, 2022 and 2021. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |
Equity settled share-based transactions | 29 Equity-settled share-based transactions See accounting policy in note 36(D)(ii). Apart from the equity-settled share-based payment disclosed in note 30, at 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. The Option Schemes and the Restricted Share Scheme of Prenetics HK were subsequently 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 would be granted under the PHCL 2021 Plan and all restricted shares units (“RSU”) with respect to PHCL ordinary shares that were outstanding under the PHCL 2021 Plan have been replaced by Prenetics 2022 Share Incentive Plan (the “Prenetics 2022 Plan”). There was no incremental fair value in addition to the original grant-date fair value of those cancels under PHCL 2021 Plan as a result of the replacement with Prenetics 2022 Plan. (a) Prenetics 2022 Plan Under the Prenetics 2022 Plan, the Company granted 144,522 RSUs, 2,446,557 RSUs and 946,330 RSUs to certain employees, directors and third parties on May 18, 2022, June 30, 2022 and December 31, 2022, respectively. The RSUs granted were measured at the closing price per ordinary share less subscription price per ordinary share on grant date. The RSUs outstanding at December 31, 2022 had an exercise price of $0.01 per ordinary share, and a range of vesting period up to 3 years. The number and weighted average exercise prices of the RSUs are as follows: 2022 Weighted average exercise price Number of RSUs At January 1 — — Granted 0.01 3,537,409 Cancelled 0.01 (75,031 ) Exercised 0.01 (1,102,111 ) Outstanding at December 31 0.01 2,360,267 Exercisable at December 31 0.01 16,775 The aggregate fair value of the RSU granted to the selected employees on the dates of grants on May 18, 2022, June 30, 2022 and December 31, 2022 were $1,104,148 ($7.64 per share), $9,884,090 ($4.04 per share) and $1,892,660 ($2.00 per share), respectively. The Company recognized employee share-based compensation benefits according to the restriction conditions. During the year ended December 31, 2022, equity-settled share-based payment expenses in respect of the Prenetics 2022 Plan of $7,732,961 was recognized in profit or loss, respectively. The remaining balance is recognized in profit or loss over the remaining vesting period. (b) PHCL 2021 Plan Details of the restricted share units outstanding as at December 31, 2022 and 2021 are as follows: Number of instruments 2022 2021 Restricted share units granted to directors 1,636,011 11,900,009 Restricted share units granted to employees 43,045 2,033,151 Restricted share units granted to third parties 11,710 815,057 1,690,766 14,748,217 Under the PHCL 2021 Plan, PHCL granted 3,933,063 RSU to certain employees, directors and third parties on June 16, 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 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. 2021 Fair value of RSU 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 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 RSUs are as follows: 2022 2021 Weighted Number of Weighted Number of $ $ At January 1 0.01 14,748,217 0.01 — Rolled up from options — — 0.01 10,751,220 Granted — — 0.01 3,996,997 Exercised 0.01 (12,821,445 ) — — Forfeited 0.01 (168,894 ) — — Cancelled 0.01 (67,112 ) — — Outstanding at December 31 0.01 1,690,766 0.01 14,748,217 Exercisable at December 31 0.01 14,571 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, 2022, equity-settled share-based payment expenses in respect of the PHCL 2021 Plan of $23,847,422 (2021: $21,946,632) was recognized in profit or loss, respectively. The remaining balance is recognized in profit or loss over the remaining vesting period. (c) Option Schemes 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 - Options granted under the Option Schemes wer e The number and weighted average exercise prices of share options were 2021 Weighted Number of options At January 1 0.01 10,757,396 Forfeited 0.01 (6,176 ) Rolled up to the PHCL 2021 Plan 0.01 (10,751,220 ) At December 31 — Option Schemes 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 Option Schemes. During the year ended December 31, 2021, equity-settled share-based payment expenses in respect of the Option Schemes of $532,752 was recognized in profit or loss. (d) 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 is as follow: 2021 $ Unvested restricted shares subject to claw-back, at January 1 451,682 Vested and not subject to claw-back (451,682 ) Unvested restricted shares subject to claw-back, at December 31 — 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 year ended December 31, 2021, equity-settled share-based payment expenses in respect of the Restricted Shares Scheme of $15,534 was recognized in profit or loss. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | 30 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, these financial statements have 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. As Artisan, the accounting acquiree, does not meet the definition of a business for the purposes of IFRS 3, the Reverse Recapitalization is determined to be an acquisition of the net assets of Artisan together with an equity-settled share-based payment which is regarded as an 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 expense on listing (89,546,601 ) Notes: (i) The warrants liabilities those in relation to 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 1,500,000 warrants of the Company (see note 26) (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 represents of Artisan measured 6 The Reverse Recapitalization has also involved the following transactions: • For additional capitalization, the Company issued 5,580,000 Class A ordinary shares to PIPE Investors on May 18, 2022 (see note 2 8 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 upon listing. The amendment of the subscription agreements with PIPE Investors results in recognition of a derivative liability measured at fair value through profit or loss, with a debit in equity. Upon completion of the Reverse Recapitalization, the derivative liability was settled by issuing 7,740,000 Class A ordinary shares of the Company to PIPE Investors. • Professional were , with and $14,701,871 for the years ended December 31, 2022 and 2021, respectively |
Financial instruments - Fair va
Financial instruments - Fair values and risk management | 12 Months Ended |
Dec. 31, 2022 | |
Financial risk management and fair values of financial instruments | |
Financial instruments - Fair values and risk management | 31 Financial instruments - Fair values and risk management A. Accounting classification and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Note 2022 2021 $ $ Financial asset measured at fair value Financial assets at FVPL 1 8 17,537,608 9,906,000 Financial assets at amortized cost Trade receivables 1 7 41,691,913 47,041,538 Deposits and other receivables 15, 7 8,181,576 8,511,304 Amounts due from related companies — 9,060 Cash and cash equivalents 19(b) 146,660,195 35,288,952 196,533,684 90,850,854 Financial liabilities measured at fair value Preference shares liabilities 2 5 — 486,404,770 Warrant liabilities 2 6 3,574,885 — 3,574,885 486,404,770 Financial liabilities at amortized cost Trade payables 7,291,133 9,979,726 Accrued expenses and other liabilities 20 15,668,734 36,280,298 Liabilities for puttable financial instrument 27 17,138,905 — 40,098,772 46,260,024 The Group’s finance team is responsible for 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 results with analysis of changes in fair value measurement are prepared by the team with the assistance from external valuers where necessary 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 measurements at December 31, 2022 categorized into Fair value at Level 1 Level 2 Level 3 $ $ $ $ Recurring fair value measurements Asset: Financial assets at FVPL: - Unlisted securities 17,537,608 — — 17,537,608 Liability: Warrant liabilities 3,574,885 3,574,885 — — Fair value measurements at December 31, 2021 categorized into Fair value at Level 1 Level 2 Level 3 $ $ $ $ Recurring fair value measurements Asset: Financial assets at FVPL - Unlisted securities 9,906,000 — — 9,906,000 Liability: Preference shares liabilities - conversion feature 425,031,617 — — 425,031,617 B. Measurement of fair values (i) Valuation techniques and significant unobservable inputs The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments in the statement of financial position, as well as the significant unobservable inputs used. Financial instruments measured at fair value Type Valuation technique Significant unobservable inputs Inter-relationship between significant fair value measurement 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) (ii) Transfers between Levels 1 and 2 There were no transfers from Level 2 to Level 1 in 2022 and no transfers in either direction in 2021. (iii) Level 3 recurring fair values Sensitivity analysis 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/(decrease) % Increase/(decrease) 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 shares liabilities during the year ended December 31, 2022 and 2021 are disclosed in note 25. C. Financial risk management The Group has exposure to the following risks arising from financial instruments: - credit risk (see (C)(a)); - liquidity risk (see (C)(b)); and - currency risk (see (C)(c)). 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, 2022 and 2021, 56% and 46% of the total trade receivables were due from the Group’s largest customer, and 73% and 69% 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. (a) Credit risk (continued) 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. At December 31, 2022 and 2021, the overall expected loss rate was 0.13% and 0.80%, 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, 2022 and 2021 is as follows: 2022 2021 $ $ At January 1 518,968 411,059 Net remeasurement of loss allowance (136,493 ) 110,114 Amounts written off (33,808 ) — Exchange differences (20,118 ) (2,205 ) At December 31 328,549 518,968 (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 Contractual undiscounted cash flows Carrying Total Within 1 year or on demand 1 - 2 years More than 2 years $ $ $ $ $ At December 31, 2022 Non-derivative Trade payables 7,291,133 7,291,133 7,291,133 — — Accrued expenses and other liabilities 15,668,734 15,668,734 15,611,421 57,313 — Lease liabilities 6,646,163 7,308,540 3,022,367 1,678,615 2,607,558 Warrant liabilities 3,574,885 3,574,885 3,574,885 — — Liabilities for puttable financial instrument 17,138,905 17,138,905 17,138,905 — — 50,319,820 50,982,197 46,638,711 1,735,928 2,607,558 Contractual undiscounted cash flows Carrying Total Within 1 year or on demand 1 - 2 years More than 2 years $ $ $ $ $ At December 31, 2021 Non-derivative Trade payables 9,979,726 9,979,726 9,979,726 — — Accrued expenses and other liabilities 36,280,298 36,280,298 36,280,298 — — Lease liabilities 5,267,210 5,981,170 1,921,466 1,743,456 2,316,248 Preference share liabilities - redemption amount 61,373,153 123,556,616 — — 123,556,616 112,900,387 175,797,810 48,181,490 1,743,456 125,872,864 (c) Currency risk The Company’s functional and presentation currency is 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, 2022 USD RMB $ $ Trade receivables 79,220 — Deposits and prepayments 2,972,471 872,455 Cash and cash equivalents 12,225,385 14 Trade payables (3,984,494 ) (2,029,309 ) Accrued expenses and other liabilities (3,741,359 ) — Net exposure to currency risk 7,551,223 (1,156,840 ) 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 liabilities (11,420,246 ) (107 ) Net exposure to currency risk (8,027,547 ) (1,612,926 ) (ii) Sensitivity analysis The following table indicates the instantaneous change in the Group’s loss after tax (and accumulated losses) 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. 2022 2021 Increase/ Effect on loss Increase/ Effect on loss % $ % $ USD 1 (63,061 ) 1 67,269 (1 ) 63,061 (1 ) (67,269 ) RMB 5 48,298 1 13,468 (5 ) (48,298 ) (1 ) (13,468 ) |
List of principal subsidiaries
List of principal subsidiaries | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of subsidiaries [abstract] | |
List of principal subsidiaries | 3 2 List of subsidiaries See accounting policy in note 36(A)(ii). The following list contains the material subsidiaries of the Group at December 31, 2022 and December 31, 2021 are as follows: Name of subsidiaries Place of Issued and fully paid share capital Proportion of nominal value of issue capital held by the Company Principal activities 2022 2021 Directly Indirectly Directly Indirectly % % % % Prenetics Limited Hong Kong HK$415,276,716 — 100 — 100 Genetic and diagnostic health testing Prenetics EMEA Limited United Kingdom GBP76,765.81 — 100 — 100 Genetic and diagnostic health testing ACT Genomics Holdings Company Limited (note 33) Cayman Islands $16,713 74.39 — — — Precise cancer genetic testing services ACT Genomics Co., Ltd. Taiwan TWD455,080,000 — 74.33 — — Precise cancer genetic testing - services ACT Genomics (Hong Kong) Limited Hong Kong HK$775,000 — 74.39 — — Precise cancer genetic testing - services Sanomics Limited Hong Kong HK$500,000 — 74.39 — — Precise cancer genetic testing - services MC Diagnostics Limited United Kingdom GBP1,164 — 74.39 — — Sales of medical diagnostics products |
Acquisition of ACT Group
Acquisition of ACT Group | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about business combination [abstract] | |
Acquisition of ACT Group | 33 Acquisition of ACT Group See accounting policy in note 36(A)(i)-(iii). A. Consideration transferred The following table summarizes the acquisition date fair value of each major class of consideration transferred. $ Cash 9,041,776 Deferred consideration (note 20) 958,224 Equity instruments (19,891,910 ordinary shares) 39,783,820 Total consideration transferred 49,783,820 Net cash outflow arising on acquisition: Cash consideration 9,041,776 Less: cash and cash equivalent balances acquired (note 33(C)) 5,623,061 Total net cash outflow arising on acquisition 3,418,715 Equity instruments issued The fair value of the ordinary shares issued was based on the listed share price of the Company at December 30, 2022 of $2 per share. B. Acquisition-related costs The Group incurred acquisition-related costs of $1,191,858 on legal fees and due diligence costs. These costs have been included in ‘administrative and other operating expenses’. C. Identifiable assets acquired and liabilities assumed The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition. $ Property, plant and equipment (note 11) 5,649,182 Intangible assets (note 12) 13,826,389 Interests in associates (note 14) 788,472 Deferred tax assets 235,879 Inventories 1,294,959 Trade receivables 2,594,976 Deposits, prepayments and other receivables 2,013,985 Cash and cash equivalents (note 33(A)) 5,623,061 Trade payables (857,537 ) Accrued expenses and other current liabilities (2,763,480 ) Contract liabilities (note 21) (416,307 ) Lease liabilities (2,379,687 ) Tax liabilities (5,713 ) Deferred tax liabilities (2,913,666 ) Other non-current (223,207 ) Total identifiable net assets acquired 22,467,306 Measurement of fair values The valuation technique used for measuring the fair value of material assets acquired was as follow. Assets acquired Property, plant and equipment Intangible assets Valuation technique Cost technique: Multi-period excess earnings method If the acquisition had occurred on January 1, 2022, management estimates that the Group’s consolidated revenue would have been increased by $15,083,979, and consolidated loss for the year would have been increased by $64,938,749. D. Goodwill Goodwill arising from the acquisition has been recognized as follows. 2022 $ Consideration transferred (note 33(A)) 49,783,820 Non-controlling 6,483,762 Fair value of identifiable net assets (note 33(C)) (22,467,306 ) Goodwill (note 13) 33,800,276 The goodwill is attributable mainl y to the |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Related parties | 34 Related parties 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 2022 2021 2020 $ $ $ Sales to a shareholder — — 16,950 Purchase from a joint venture — 53,981 21,119 Services provided by a company with control from a director of the Company 30,630 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 Upon the completion of the acquisition, DNAFit Africa (Pty) Limited becomes a direct wholly-owned subsidiary of the Prenetics EMEA Limited. (c) Key management personnel compensation Key management personnel compensation comprised as following. 2022 2021 2020 Directors’ fees 261,110 — — Salaries, wages and other benefits 24,549,012 2,281,701 2,206,494 Contributions to defined contribution retirement plan 17,538 15,643 4,615 Equity-settled share-based payment expenses (note) 30,284,686 21,500,167 913,111 55,112,346 23,797,511 3,124,220 Note: The balances are non-cash transactions for the reporting period. Details of the recognition and the fair value determination are included in note 29. |
Basis of measurement
Basis of measurement | 12 Months Ended |
Dec. 31, 2022 | |
Basis of measurement [Abstract] | |
Basis of measurement | 35 Basis of measurement The consolidation financial statements have been prepared on the historical cost basis except for financial assets measured at FVPL, which are measured on an alternative basis on each reporting date. - preference share liabilities – conversion feature (see note 36(K)(ii)); - convertible securities (see note 36(J)(iv)); - financial assets at FVTPL (see note 36(J)); and - warrant liabilities (see note 36(J)). |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | |
Significant accounting policies | 36 Significant accounting policies The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements. A Basis of consolidation (i) Business combinations The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing (ii) Subsidiaries Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. 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. (iii) Non-controlling Non-controlling Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (iv) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. (v) Interests in equity-accounted investees The Group’s interests in equity-accounted investees comprise interests in associates. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. B Foreign currency (i) Foreign currency transactions 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, USD and RMB. Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary Non-monetary (ii) Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into USD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into USD at the exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income and accumulated in the translation reserve, except to the extent that the translation difference is allocated to non-controlling When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to non-controlling C 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 single-use COVID-19 The Group collects consideration for both types of services upfront, and such consideration received usually becomes non-refundable non-refundable. The Group determines that its sales contracts do not have a significant financing component when the upfront consideration becomes non-refundable (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 contain the update services, the Group allocates revenue to the testing results and the update services on a relative standalone selling price basis. 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 For sales of Circle HealthPod and single-use 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. The amounts of expected returns and warranty in relation to Circle HealthPod are assessed as insignificant during the periods presented. (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 COVID-19. 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 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 $230,107, (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. D Employee benefits (i) Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (ii) Share-based payment arrangements 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 fair value of the restricted shares granted by the Company to employees of the Company is recognized (iii) Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. E Finance costs The Group’s finance costs include: - interest expense; - interest expenses on lease liabilities; - imputed interest on deferred consideration; and - changes in the carrying amount of preference shares liabilities. Interest expense is recognized using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments through the expected life of the financial instrument to the amortized cost of the financial liability. In calculating interest expense, the effective interest rate is applied to the amortized cost of the liability. F Income tax Income tax expense comprises current and deferred tax. It is are recognized in profit or loss. (i) Current tax Current tax comprises the expected tax payable on the taxable income for the year and any adjustment to the tax payable in respect of previous years. (ii) Deferred tax Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: - temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and - taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met. G Inventories Inventories representing consumables, reagent, kits materials and finished goods are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out 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. H Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment, including right-of-use If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss. (ii) Depreciation Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss. The estimated useful lives of property, plant and equipment for current and comparative periods are 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 period of the lease term or the useful life – Fixtures and furniture 3 - 5 years – Office and lab equipment 3 - 5 years – Computer equipment 3 years – Motor vehicles 3 - 5 years – Manufacturing equipment 3 - 5 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. I Intangible assets and goodwill (i) Recognition and measurement Goodwill Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. Research and development Expenditure on research activities is recognized in profit or loss as incurred. Other intangible assets Other intangible assets, including website and mobile apps, trademark and technology and product development cost, and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses. (ii) Subsequent expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. (iii) Amortization Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss. Goodwill is not amortized. The estimated useful lives for current and comparative periods are as follows: – Website and mobile apps 2 years – Trademark and technology 10 - 20 years – Products development cost 3 years – Computer software 3 years – Customer relationship 10 years Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. 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 36(L)(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. J Financial instruments (i) Recognition and initial measurement Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. (ii) Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified as measured at amortized cost or FVPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVPL: - it is held within a business model whose objective is to hold assets to collect contractual cash flows; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. All financial assets not classified as measured at amortized cost as described above are measured at FVPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost as at FVPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets – Business model assessment The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes: - the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; - how the performance of the portfolio is evaluated and reported to the Group’s management; - the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; - how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and - the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity. Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: - contingent events that would change the amount or timing of cash flows; - terms that may adjust the contractual coupon rate, including variable-rate features; - prepayment and extension features; and - terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. Financial assets – Subsequent measurement and gains and losses Financial assets at FVPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss. Financial assets at amortized cost These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss. Financial liabilities – Classification, subsequent measurement and gains and losses Financial liabilities are classified as measured at amortized cost or FVPL. A financial liability is classified as at FVPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. Liabilities for puttable financial instrument – Classification, subsequent measurement and gains and losses Liabilities for puttable financial instrument are an obligation arising from put options written to non-controlling shareholders of subsidiaries, which will be settled based on the fair value of the shares held by the non-controlling shareholders, results in a gross financial liability. The gross financial liability is initially recognized and measured at amortize cost with the corresponding debit to the “other reserve”. In subsequent periods, the changes of fair value is recognized in ‘other reserve’. Interest-bearing borrowings – Classification, subsequent measurement and gains and losses 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) Derecognition Financial assets The Group derecognizes a financial asset when: - the contractual rights to the cash flows from the financial asset expire; or - it transfers the rights to receive the contractual cash flows in a transaction in which either: - substantially all of the risks and rewards of ownership of the financial asset are transferred; or - the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Group enters into transactions whereby it transfers assets recognized in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized. Financial liabilities The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash (iv) Derivative financial instruments Derivative financial instruments are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss. Convertible securities are classified as an equity instrument when the following conditions are met: - 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 - If the securities will or may be settled in the Group’s own equity instruments, it is: (i) a non-derivative 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. 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. K Share capital (i) Ordinary shares Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. (ii) Preference shares The Group’s redeemable preference shares are classified as financial liabilities, because they bear non-discretionary Non-discretionary Non-redeemable (iii) Repurchase and reissue of ordinary shares (treasury shares) When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium. L Impairment (i) Non-derivative Financial instruments The Group recognizes loss allowances for ECLs on financial assets measured at amortized cost. The Group measures loss allowances at an amount equal to lifetime ECLs, except for other financial instruments and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition, which are measured at 12-month Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment, that includes forward-looking informat |
Possible impact of amendments,
Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended December 31, 2022 | 12 Months Ended |
Dec. 31, 2022 | |
Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended December 31, 2022 | |
Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended December 31, 2022 | 37 Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended December 31, 2022 Up to the date of issue of these financial statements, the IASB has issued a number of new or amended standards, which are not yet effective for the year ended December 31, 2022 and which have not been adopted in these financial statements. Effective for accounting periods beginning on or after IFRS 17 Insurance Contracts Insurance Contracts January 1, 2023 Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of Accounting Policies January 1, 2023 Amendments to IAS 8, Definition of Accounting Estimates January 1, 2023 Amendments to IAS 12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction January 1, 2023 Amendments to IFRS 16, Lease Liabilities in a Sale and Leaseback January 1, 2024 Amendments to IAS 1, Non-current Liabilities with Covenants January 1, 2024 Amendments to IAS 1, Classification of Liabilities as Current or Non-current January 1, 2024 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) | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | |
Basis of consolidation | A Basis of consolidation (i) Business combinations The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing (ii) Subsidiaries Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. 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. (iii) Non-controlling Non-controlling Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (iv) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. (v) Interests in equity-accounted investees The Group’s interests in equity-accounted investees comprise interests in associates. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. |
Foreign currency | B Foreign currency (i) Foreign currency transactions 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, USD and RMB. Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary Non-monetary (ii) Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into USD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into USD at the exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income and accumulated in the translation reserve, except to the extent that the translation difference is allocated to non-controlling When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to non-controlling |
Revenue and other income | C 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 single-use COVID-19 The Group collects consideration for both types of services upfront, and such consideration received usually becomes non-refundable non-refundable. The Group determines that its sales contracts do not have a significant financing component when the upfront consideration becomes non-refundable (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 contain the update services, the Group allocates revenue to the testing results and the update services on a relative standalone selling price basis. 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 For sales of Circle HealthPod and single-use 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. The amounts of expected returns and warranty in relation to Circle HealthPod are assessed as insignificant during the periods presented. (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 COVID-19. 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 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 $230,107, (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. |
Employee benefits | D Employee benefits (i) Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (ii) Share-based payment arrangements 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 fair value of the restricted shares granted by the Company to employees of the Company is recognized (iii) Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. |
Finance costs | E Finance costs The Group’s finance costs include: - interest expense; - interest expenses on lease liabilities; - imputed interest on deferred consideration; and - changes in the carrying amount of preference shares liabilities. Interest expense is recognized using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments through the expected life of the financial instrument to the amortized cost of the financial liability. In calculating interest expense, the effective interest rate is applied to the amortized cost of the liability. |
Income tax | F Income tax Income tax expense comprises current and deferred tax. It is are recognized in profit or loss. (i) Current tax Current tax comprises the expected tax payable on the taxable income for the year and any adjustment to the tax payable in respect of previous years. (ii) Deferred tax Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: - temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and - taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met. |
Inventories | G Inventories Inventories representing consumables, reagent, kits materials and finished goods are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out 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. |
Property, plant and equipment | H Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment, including right-of-use If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss. (ii) Depreciation Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss. The estimated useful lives of property, plant and equipment for current and comparative periods are 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 period of the lease term or the useful life – Fixtures and furniture 3 - 5 years – Office and lab equipment 3 - 5 years – Computer equipment 3 years – Motor vehicles 3 - 5 years – Manufacturing equipment 3 - 5 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. |
Intangible assets and goodwill | I Intangible assets and goodwill (i) Recognition and measurement Goodwill Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. Research and development Expenditure on research activities is recognized in profit or loss as incurred. Other intangible assets Other intangible assets, including website and mobile apps, trademark and technology and product development cost, and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses. (ii) Subsequent expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. (iii) Amortization Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss. Goodwill is not amortized. The estimated useful lives for current and comparative periods are as follows: – Website and mobile apps 2 years – Trademark and technology 10 - 20 years – Products development cost 3 years – Computer software 3 years – Customer relationship 10 years Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. 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 36(L)(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. |
Financial instruments | J Financial instruments (i) Recognition and initial measurement Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. (ii) Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified as measured at amortized cost or FVPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVPL: - it is held within a business model whose objective is to hold assets to collect contractual cash flows; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. All financial assets not classified as measured at amortized cost as described above are measured at FVPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost as at FVPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets – Business model assessment The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes: - the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; - how the performance of the portfolio is evaluated and reported to the Group’s management; - the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; - how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and - the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity. Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: - contingent events that would change the amount or timing of cash flows; - terms that may adjust the contractual coupon rate, including variable-rate features; - prepayment and extension features; and - terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. Financial assets – Subsequent measurement and gains and losses Financial assets at FVPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss. Financial assets at amortized cost These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss. Financial liabilities – Classification, subsequent measurement and gains and losses Financial liabilities are classified as measured at amortized cost or FVPL. A financial liability is classified as at FVPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. Liabilities for puttable financial instrument – Classification, subsequent measurement and gains and losses Liabilities for puttable financial instrument are an obligation arising from put options written to non-controlling shareholders of subsidiaries, which will be settled based on the fair value of the shares held by the non-controlling shareholders, results in a gross financial liability. The gross financial liability is initially recognized and measured at amortize cost with the corresponding debit to the “other reserve”. In subsequent periods, the changes of fair value is recognized in ‘other reserve’. Interest-bearing borrowings – Classification, subsequent measurement and gains and losses 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) Derecognition Financial assets The Group derecognizes a financial asset when: - the contractual rights to the cash flows from the financial asset expire; or - it transfers the rights to receive the contractual cash flows in a transaction in which either: - substantially all of the risks and rewards of ownership of the financial asset are transferred; or - the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Group enters into transactions whereby it transfers assets recognized in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized. Financial liabilities The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash (iv) Derivative financial instruments Derivative financial instruments are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss. Convertible securities are classified as an equity instrument when the following conditions are met: - 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 - If the securities will or may be settled in the Group’s own equity instruments, it is: (i) a non-derivative 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. 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. |
Share capital | K Share capital (i) Ordinary shares Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. (ii) Preference shares The Group’s redeemable preference shares are classified as financial liabilities, because they bear non-discretionary Non-discretionary Non-redeemable (iii) Repurchase and reissue of ordinary shares (treasury shares) When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium. |
Impairment | L Impairment (i) Non-derivative Financial instruments The Group recognizes loss allowances for ECLs on financial assets measured at amortized cost. The Group measures loss allowances at an amount equal to lifetime ECLs, except for other financial instruments and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition, which are measured at 12-month Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment, that includes forward-looking information. The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Group considers a financial asset to be in default when: - the debtor 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); or - the financial asset is more than 90 days past due. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortized cost are 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 data: - significant financial difficulty of the debtor; - a breach of contract such as a default or being more than 90 days past due; - the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; - it is probable that the debtor will enter bankruptcy or other financial reorganization; or - the disappearance of an active market for a security because of financial difficulties. Presentation of allowance for ECL in the statement of financial position Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets Write-off The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross carrying amount when the financial asset is 180 days past due based on historical experience of recoveries of similar assets. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off (ii) Non-financial At each reporting date, the Group reviews the carrying amounts of its non-financial For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. |
Leases | M Leases At inception of a contract, the Group assesses whether a 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. As a lessee At commencement or on modification of a contract that contains a lease component, the Group has elected not to separate non-lease non-lease The Group recognizes a right-of-use right-of-use The right-of-use right-of-use right-of-use right-of-use The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise fixed payments, including in-substance The lease liability is measured at amortized cost using the effective interest method. The Group presents right-of-use Short-term leases and leases of low-value The Group has elected not to recognize right-of-use low-value |
Fair value measurement | N Fair value measurement ‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then the Group uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction. If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out. |
Segment reporting | O 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. |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of operating segments [abstract] | |
Schedule of results of each reportable segment | Prevention Diagnostics Unallocated Total $ $ $ $ 2022 Revenue 15,774,457 259,986,841 — 275,761,298 Gross profit 6,538,453 127,180,380 (2,163,947 ) 131,554,886 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 |
Schedule of revenue and non-current assets by regions | (i) Revenue Revenue by regions were as follows: 2022 2021 2020 $ $ $ Hong Kong 210,934,144 124,926,420 35,411,518 United Kingdom 64,827,154 150,926,333 29,767,997 Total revenue 275,761,298 275,852,753 65,179,515 (ii) Non-current Non-current 2022 2021 2020 $ $ $ Hong Kong 67,151,416 10,993,322 3,419,570 United Kingdom 1,816,121 30,334,739 29,510,377 Rest of the world 321,456 207,026 45,460 Total non-current 69,288,993 41,535,087 32,975,407 |
Other income and other net ga_2
Other income and other net gains/(losses) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other income and other net gain/(losses) | |
Schedule of other income and other net gains/(losses) | 2022 2021 2020 $ $ $ Government subsidies (note) 534,678 7,932 513,860 Bank interest income 472,189 3,980 8,043 Dividend income 9,862 — — Net foreign exchange (losses)/gain s (688,725 ) 285,025 (280,360 ) Impairment loss on interest in a joint venture — — (570,704 ) Impairment loss on amount due from a joint venture — (176,227 ) — Sundry income 76,639 18,238 13,757 404,643 138,948 (315,404 ) |
Loss before taxation (Tables)
Loss before taxation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss before taxation | |
Schedule of expenses by nature | (a) Other finance costs See accounting policies in notes 36(E) and (J). 2022 2021 2020 $ $ $ Interest expenses on lease liabilities (notes 11(a) and 23(b)) 244,085 205,915 49,400 Interest expenses on trade financing (note 23(b)) 172,978 — — Imputed interest on deferred consideration — 22,235 9,513 Changes in the carrying amount of preference shares liabilities (note 25) 3,752,758 5,009,847 — Other interest expenses 28,363 33 654 4,198,184 5,238,030 59,567 (b) Staff costs 2022 2021 2020 $ $ $ Salaries, wages and other benefits 109,644,199 76,622,503 16,019,896 Contributions to defined contribution retirement plan 861,863 562,427 219,440 Equity-settled share-based payment expenses 31,339,185 22,141,614 1,229,312 141,845,247 99,326,544 17,468,648 Represented by: Direct costs 63,647,052 48,414,622 5,377,536 Selling and distribution expenses 1,782,149 1,299,320 675,418 Research and development expenses 13,404,496 6,943,308 2,056,653 Administrative and other operating expenses 63,011,550 42,669,294 9,359,041 Total staff costs 141,845,247 99,326,544 17,468,648 (c) Restructuring costs in relation to diagnostic business 2022 2021 2020 $ $ $ Restructuring costs in relation to diagnostic business - impairment of intangible assets (note 12) 19,109,580 — — - impairment of goodwill (note 13) 3,272,253 — — - impairment losses on property, plant and equipment (note 11) 4,447,610 — — - write-off 3,549,298 — — 30,378,741 — — During the year ended December 31, 2022, the Group has undertaken a restructuring of the diagnostic business. As a result, an impairment assessment of the CGU Prevention EMEA and CGU Diagnostics EMEA has been performed which the recoverable amounts of the CGUs were less than the carrying amounts of the CGUs. Impairment/write-off on certain assets included in the respective CGUs, namely intangible assets, goodwill, property, plant and equipment and prepayment has been recognized in the profit or loss. In addition, the Group recorded a write-off of prepayment in relation to the diagnostics business. (d) Other items 2022 2021 2020 $ $ $ Cost of inventories (note 16) 57,442,036 52,701,330 10,412,753 Depreciation of (note 11) - property, plant and equipment # 3,899,721 2,745,549 708,637 - right-of-use # 2,087,167 1,542,566 583,835 Amortization of intangible assets # 1,556,091 3,058,527 1,133,564 Write-off 268,226 476,431 — Auditor’s remuneration 1,439,617 1,221,439 566,553 Miscellaneous laboratory charges 268 13,953 12,892 # Direct costs 1,892,036 1,182,134 462,809 Research and development expenses 340,690 145,876 63,162 Administrative and other operating expenses 5,310,253 6,018,632 1,900,065 Total depreciation and amortization charges 7,542,979 7,346,642 2,426,036 |
Income tax expense_(credit) (Ta
Income tax expense/(credit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income tax expense/(credit) | |
Summary of income tax credit | 2022 2021 2020 $ $ $ Current tax - Hong Kong Profits Tax Provision for the year 7,338,274 1,164,222 — Current tax - Overseas Provision for the year 88,463 38,475 19,671 Deferred tax Origination and reversal of temporary differences (279,633 ) 2,530,047 (1,957,229 ) Tax expense/(credit) 7,147,104 3,732,744 (1,937,558 ) |
Schedule of reconciliation between tax credit credited to profit or loss and accounting loss | 2022 2021 2020 $ $ $ Loss before taxation (183,306,283 ) (170,284,098 ) (3,901,443 ) Notional tax on loss before taxation, calculated at the applicable rate (18,117,948 ) (6,622,976 ) (697,772 ) Tax effect of non-deductible 25,595,035 11,587,117 1,111,877 Tax effect of non-taxable (168,565 ) (1,008,915 ) (76,874 ) Tax effect of temporary difference not recognized — — 73,833 Tax effect on utilization of previously unrecognized tax losses — (579,657 ) (692,350 ) Tax effect of tax losses not recognized 101,854 — 298,651 Tax effect of previously unrecognized temporary differences recognized in current year (263,272 ) 360,922 (1,957,229 ) Others — (3,747 ) 2,306 7,147,104 3,732,744 (1,937,558 ) |
Schedule of deferred tax assets and liabilities recognized | Depreciation Tax losses Intangible Total $ $ $ $ Deferred tax arising from: 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 and 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 and January 1, 2022 1,267,681 (1,809,162 ) 1,121,277 579,796 (Credited)/charged to profit or loss (957,459 ) 1,799,103 (1,121,277 ) (279,633 ) Additions from acquisition (note 33(C)) 63,666 (235,879 ) 2,850,000 2,677,787 Exchange differences (38,448 ) 2,489 — (35,959 ) At December 31, 2022 335,440 (243,449 ) 2,850,000 2,941,991 |
Summary of Deferred Tax Liability Asset Explanatory | 2022 2021 $ $ Represented by: Deferred tax assets (243,449 ) (79,702 ) Deferred tax liabilities 3,185,440 659,498 2,941,991 579,796 |
Summary of Expiry Date Of Cumulative Tax Losses Explanatory | The expiry dates of the cumulative tax losses are as follows: 2022 2021 $ $ Within 1 year 893,511 — Over 1 year but within 5 years 14,362,136 — Over 5 years but within 10 years 25,085,050 — Do not expire under the relevant tax legislations 22,245,856 — 62,586,553 — |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss per share | |
Schedule of basic and diluted loss per share | 2022 2021 2020 $ $ $ Loss Loss attributable to equity shareholders of the Company (190,453,333 ) (174,009,273 ) (1,939,689 ) Number of shares Weighted-average number of ordinary shares 76,039,727 14,596,997 13,176,752 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Schedule of property, plant and equipment | Right-of-use (note (a)) Leasehold Fixtures Office and lab Computer Motor Manufacturing Total $ $ $ $ $ $ $ $ Cost: At 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 from acquisition — — 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 and January 1, 2022 8,833,201 3,898,422 39,974 5,582,338 439,543 453,182 1,162,681 20,409,341 Additions 833,538 598,672 569 4,160,369 188,541 — — 5,781,689 Additions from acquisition (note 3 3 4,623,601 3,102,189 — 6,898,517 — 8,261 — 14,632,568 Disposals — (30,492 ) — (357,127 ) (65,993 ) (55,847 ) — (509,459 ) Written off (40,080 ) — — (438,530 ) (6,320 ) — (1,158,041 ) (1,642,971 ) Exchange differences (180,180 ) (92,424 ) (3,669 ) (158,913 ) (37,044 ) (40,483 ) (4,640 ) (517,353 ) At December 31, 2022 14,070,080 7,476,367 36,874 15,686,654 518,727 365,113 — 38,153,815 Accumulated depreciation and impairment loss: At 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 disposal (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 and January 1, 2022 3,518,776 1,459,157 17,926 1,930,922 152,484 123,644 169,240 7,372,149 Charge for the year 2,087,167 1,088,119 10,582 2,287,110 127,052 136,524 250,334 5,986,888 Additions from acquisition (note 3 3 2,720,997 2,199,166 — 4,058,977 — 4,246 — 8,983,386 Written back on disposal — (24,776 ) — (285,044 ) (41,151 ) (35,574 ) — (386,545 ) Written off (34,068 ) — — (176,672 ) (5,964 ) — (1,158,041 ) (1,374,745 ) Impairment loss (note 8(c)) — 297,061 — 3,308,559 102,776 — 739,214 4,447,610 Exchange differences 26,090 (21,879 ) (6,128 ) 51,607 (13,907 ) (12,510 ) (747 ) 22,526 At December 31, 2022 8,318,962 4,996,848 22,380 11,175,459 321,290 216,330 — 25,051,269 Carrying amounts: At December 31, 2022 5,751,118 2,479,519 14,494 4,511,195 197,437 148,783 — 13,102,546 At December 31, 2021 5,314,425 2,439,265 22,048 3,651,416 287,059 329,538 993,441 13,037,192 |
Schedule of net book value of right-of-use assets | Note 2022 2021 $ $ Properties leased for own use, carried at depreciated cost (i) 5,739,426 5,261,372 Office equipment, carried at depreciated cost (ii) 11,692 53,053 5,751,118 5,314,425 |
Schedule of analysis of expense items in relation to leases | 2022 2021 2020 $ $ $ Depreciation charge of right-of-use - Properties leased for own use 2,039,815 1,535,333 575,787 - Office equipment 47,352 7,233 8,048 2,087,167 1,542,566 583,835 Interest on lease liabilities (note 8(a)) 244,085 205,915 49,400 Expense relating to short-term leases or leases of low-value 831,631 1,019,937 429,691 |
Schedule of amounts included in the consolidated statement of cash flows | 2022 2021 2020 $ $ $ Within operating cash flows (831,631 ) (1,019,937 ) (429,691 ) Within financing cash flows (2,121,981 ) (1,504,946 ) (660,326 ) (2,953,612 ) (2,524,883 ) (1,090,017 ) |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about intangible assets [abstract] | |
Schedule of intangible assets | Website and Trademark Product Computer Customer Total $ $ $ $ $ $ Cost: At 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 and January 1, 2022 1,351,053 26,119,306 2,656,881 — — 30,127,240 Additions 42,968 19,141 484,966 847,478 — 1,394,553 Additions from acquisition (note 3 3 — 12,900,000 — 811,897 800,000 14,511,897 Disposals (165,048 ) — (3,131,244 ) — — (3,296,292 ) Exchange differences (16,656 ) (4,950,867 ) (10,603 ) 5,818 — (4,972,308 ) At December 31, 2022 1,212,317 34,087,580 — 1,665,193 800,000 37,765,090 Accumulated amortization and impairment loss: At 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 and January 1, 2022 1,109,492 4,697,964 493,502 — — 6,300,958 Charge for the year 126,238 757,212 672,641 — — 1,556,091 Written back on disposal (83,549 ) — (3,131,244 ) — — (3,214,793 ) Additions from acquisition (note 3 3 — — — 685,508 — 685,508 Impairment loss (note 8(c)) — 17,147,067 1,962,513 — — 19,109,580 Exchange differences (496 ) (1,460,221 ) 2,588 — — (1,458,129 ) At December 31, 2022 1,151,685 21,142,022 — 685,508 — 22,979,215 Carrying amounts: At December 31, 2022 60,632 12,945,558 — 979,685 800,000 14,785,875 At December 31, 2021 241,561 21,421,342 2,163,379 — — 23,826,282 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of reconciliation of changes in goodwill [abstract] | |
Summary of goodwill | $ At January 1, 2021 3,993,007 Exchange differences (14,942 ) At December 31, 2021 and January 1, 2022 3,978,065 Additions from acquisition (note 33(D)) 33,800,276 Impairment loss (note 8(c)) (3,272,253 ) Exchange differences (705,812 ) At December 31, 2022 33,800,276 |
Summary of goodwill balance allocated to the CGUs | 2022 2021 $ $ Prevention EMEA within the Prevention segment — 855,284 Diagnostics EMEA within the Diagnostics segment — 3,122,781 Cancer genetic testing services within the Diagnostics segment 30,639,976 — Sales of medical diagnostics products within the Diagnostics segment 3,160,300 — 33,800,276 3,978,065 2022 CGU of cancer genetic testing services Pre-tax discount rate 17.7 % Terminal value growth rate 3.0 % Average revenue growth rate 31.1 % CGU of sales of medical diagnostics products Pre-tax discount rate 15.9 % Terminal value growth rate 3.0 % Average revenue growth rate 18.3 % |
Interests in associates (Tables
Interests in associates (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of associates [abstract] | |
Summary of detailed information about interest in associates | 2022 $ Interests in associates (note 33(C)) 788,472 |
Summary of interests in associates | Place of Particular Name of incorporation/ of issued and Proportion of nominal value of an associate operation paid-up capital issue capital held by the Company Principal activity 2022 2021 Directly Indirectly Directly Indirectly % % % % アクトメッド株式会社 ) Japan 1,347 ordinary shares — 24.85 — — Precise cancer genetic CERBACT Asia Holdings Pte. Ltd. Singapore 100 ordinary shares — 26.04 — — Investment holdings |
Summary of detailed information about financial information of associates | 2022 $ Aggregate carrying amount of individually immaterial associates in the consolidated financial statements 788,472 Aggregate amounts of the Group’s share of those associates’ loss and total comprehensive income — |
Other non-current assets (Table
Other non-current assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Miscellaneous non-current assets [abstract] | |
Schedule of other non-current assets | 2022 $ 2021 $ Deposits and prepayments 1,292,462 693,548 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Classes of current inventories [abstract] | |
Schedule of inventories | 2022 $ 2021 $ Consumables and reagent 3,662,303 4,404,959 Work in progress 137,106 — Finished goods 734,663 2,424,267 4,534,072 6,829,226 |
Trade and other receivables a_2
Trade and other receivables and deferred expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables [abstract] | |
Schedule of trade and other receivables | 2022 $ 2021 $ Current Trade receivables, net of loss allowance 41,691,913 47,041,538 Deposits, prepayments and other receivables - deposit s 1,119,968 955,854 - prepayments 4,965,101 6,450,343 - other receivables 804,045 411,559 6,889,114 7,817,756 Deferred expenses (note ) 4,577,255 — 53,158,282 54,859,294 Non-current Deferred expenses (note) 6,307,834 — 59,466,116 54,859,294 Note: Deferred expenses represent the advanced bonus payment to a director and 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 the director and those employees in exchange for employee benefits. The amounts expected to be amortized within one year are recognized under current assets. |
Financial assets at fair valu_2
Financial assets at fair value through profit or loss (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial assets designated as measured at fair value through profit or loss [abstract] | |
Schedule of financial assets at fair value through profit or loss | 2022 $ 2021 $ Financial assets measured at fair value through profit or loss (“FVPL”) - Unlisted securities 17,537,608 9,906,000 |
Schedule of movements in balance | Movement of the balance during the year ended December 31, 2022 and 2021 is as follow: 2022 $ 2021 $ At January 1 9,906,000 — Additions 20,000,000 10,000,000 Redemption (3,004,897 ) — Changes in fair value recognized in profit or loss (9,363,495 ) (94,000 ) At December 31 17,537,608 9,906,000 |
Short-term deposits and cash _2
Short-term deposits and cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents [abstract] | |
Schedule of cash and cash equivalents | 2022 $ 2021 $ Bank balances 146,656,326 35,288,761 Cash on hand 3,869 191 Cash and cash equivalents 146,660,195 35,288,952 |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other liabilities | 2022 $ 2021 $ Current Accrued staff costs 1,405,316 1,763,099 Accrued expenses 2,949,038 12,131,214 Accrued professional fee 4,432,425 11,877,996 Value added tax payable 58,093 1,893,190 Deposit liabilities 328,559 2,690,842 Consideration payable in relation to the ACT Acquisition (note) 958,224 — Other payables and accruals 5,479,766 5,923,957 15,611,421 36,280,298 Non-current Other non-current 949,701 — 16,561,122 36,280,298 |
Contract liabilities (Tables)
Contract liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contract liabilities [abstract] | |
Schedule of contract liabilities | 2022 $ 2021 $ Contract liabilities 5,674,290 9,587,245 Movement in contract liabilities is as follows: 2022 $ 2021 $ At January 1 9,587,245 7,054,586 Revenue recognised (5,904,877 ) (3,204,988 ) Additions from acquisition (note 3 3 416,307 — Receipt from customers upon entering sales contracts 1,575,615 5,737,647 At December 31 5,674,290 9,587,245 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 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 expense on listing (89,546,601 ) Notes: (i) The warrants liabilities those in relation to 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 1,500,000 warrants of the Company (see note 26) (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 represents of Artisan measured 6 |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease liabilities [abstract] | |
Schedule of remaining contractual maturities of the lease liabilities | 2022 $ 2021 $ Within 1 year 2,882,933 1,666,978 After 1 year but within 2 years 1,464,200 1,191,547 After 2 years but within 5 years 1,294,278 1,298,897 After 5 years 1,004,752 1,109,788 3,763,230 3,600,232 Total 6,646,163 5,267,210 |
Loans and borrowings (Tables)
Loans and borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Borrowings [abstract] | |
Schedule of reconciliation of liabilities arising from financing activities | Lease $ Trade financing Convertible $ Preference $ Amounts due to $ Total $ (note 22) (note 23(a)) (note 24) (note 25) 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 Other changes: Increase in lease liabilities from entering into new leases 4,896,384 — — — — 4,896,384 Interest expenses (note 8(a)) 205,915 — — — — 205,915 Fair value loss on convertible securities (note 2 4 — — 29,054,669 — — 29,054,669 Fair value loss on preference shares liabilities (note 2 5 — — — 125,398,798 — 125,398,798 Changes in the carrying amount of preference shares liabilities (note 2 5 — — — 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 2 4 — — 811,819 — — 811,819 Converted to Series D preference shares of the Company (note 2 4 — — (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 Lease Trade financing Convertible Preference Amounts due to Total $ $ $ $ $ $ (note 22) (note 23(a)) (note 24) (note 25) At January 1, 2022 5,267,210 — — 486,404,770 — 491,671,980 Changes from financing cash flows: Capital element of lease rentals paid (1,834,272 ) — — — — (1,834,272 ) Interest element of lease rentals paid (244,085 ) — — — — (244,085 ) Interest paid — (172,978 ) — — — (172,978 ) Proceeds from trade financing — 21,677,075 — — — 21,677,075 Repayment of trade financing — (21,677,075 ) — — — (21,677,075 ) Total changes from financing cash flows (2,078,357 ) (172,978 ) — — — (2,251,335 ) Other changes: Increase in lease liabilities from entering into new leases 833,538 — — — — 833,538 Interest expenses (note 8(a)) 244,085 172,978 — — — 417,063 Changes in the carrying amount of preference shares liabilities (note 2 5 — — — 3,752,758 — 3,752,758 Additions from acquisition (note 3 3 2,379,687 — — — — 2,379,687 Fair value loss on preference shares liabilities (note 2 5 — — — 60,091,353 — 60,091,353 Reclassification to share premium (note 25) — — — (550,248,881 ) — (550,248,881 ) Total other changes 3,457,310 172,978 — (486,404,770 ) — (482,774,482 ) At December 31, 2022 6,646,163 — — — — 6,646,163 |
Convertible securities (Tables)
Convertible securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible securities | |
Schedule of convertible securities | Movement of the balance during the year ended December 31, 2021 was as follow: $ At January 1, 2021 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 (note 25) (50,193,319 ) At December 31, 2021, January 1, 2022 and December 31, 2022 — |
Preference shares liabilities (
Preference shares liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of financial liabilities [abstract] | |
Schedule of movements in preference shares liabilities | The movements of preference shares during the year ended December 31, 2021 and 2022 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 2 4 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 8(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 and January 1, 2022 61,373,153 425,031,617 486,404,770 Changes in the carrying amount of preference shares liabilities (note 8(a)) 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 December 31, 2022 — — — |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | |
Summary of Movement in Warrant Liabilities | Movement of the balance during the year ended December 31, 2022 is as follow: 2022 $ At January 1 — Assumption of warrant upon the Reverse Recapitalization 6,186,423 Issuance of warrant 585,000 Change in fair value recognized in profit or loss (3,196,538 ) At December 31 3,574,885 |
Liabilities for puttable fina_2
Liabilities for puttable financial instrument (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Liabilities for puttable financial instrument [Abstract] | |
Schedule of liabilities for puttable financial instrument | The movement of the liabilities for puttable financial instrument during year ended December 31, 2022 are analyzed as follows: 2022 $ At January 1 — Issuance of puttable financial instrument 17,138,905 At December 31 17,138,905 |
Capital and reserves (Tables)
Capital and reserves (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Miscellaneous equity [abstract] | |
Summary of issued share capital | (a) Movement in ordinary shares of PHCL Authorized and issued share capital 2022 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 year 14,932,033 1,493 14,543,817 15,349,833 Reclassification to share premium arising from the restructuring (ii) — — — (15,348,379 ) Shares issued upon conversion of exchange loan notes (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 year (v) 1 1 14,932,033 1,493 Series A preference shares, issued and fully paid: As of the beginning of the year — — 4,154,726 2,296,598 Reclassification to preference shares liabilities (iii) — — (4,154,726 ) (2,296,598 ) At the end of the year — — — — Series B preference shares, issued and fully paid: As of the beginning of the year — — 5,338,405 5,554,173 Reclassification to preference shares liabilities (iii) — — (5,338,405 ) (5,554,173 ) At the end of the year — — — — Series C preference shares, issued and fully paid: As of the beginning of the year — — 10,532,116 30,040,000 Reclassification to preference shares liabilities (iii) — — (10,532,116 ) (30,040,000 ) At the end of the 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 was 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. 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 had been redesignated to $50,000 divided into 50,000 ordinary shares of a par value of $1 each. (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. |
Equity settled share-based tr_2
Equity settled share-based transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Schedule of number and weighted average exercise prices of share options | The number and weighted average exercise prices of share options were 2021 Weighted Number of options At January 1 0.01 10,757,396 Forfeited 0.01 (6,176 ) Rolled up to the PHCL 2021 Plan 0.01 (10,751,220 ) At December 31 — |
Schedule of movement of restricted shares granted based on the restrictions and vesting conditions | The movement of restricted shares granted based on the restrictions and vesting conditions above during the years ended December 31, 2021 is as follow: 2021 $ Unvested restricted shares subject to claw-back, at January 1 451,682 Vested and not subject to claw-back (451,682 ) Unvested restricted shares subject to claw-back, at December 31 — |
Schedule of details of the restricted share units outstanding | Details of the restricted share units outstanding as at December 31, 2022 and 2021 are as follows: Number of instruments 2022 2021 Restricted share units granted to directors 1,636,011 11,900,009 Restricted share units granted to employees 43,045 2,033,151 Restricted share units granted to third parties 11,710 815,057 1,690,766 14,748,217 |
Schedule of fair value of RSUs and assumptions | 2021 Fair value of RSU 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 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 number and weighted average exercise prices of share options | The number and weighted average exercise prices of the RSUs are as follows: 2022 2021 Weighted Number of Weighted Number of $ $ At January 1 0.01 14,748,217 0.01 — Rolled up from options — — 0.01 10,751,220 Granted — — 0.01 3,996,997 Exercised 0.01 (12,821,445 ) — — Forfeited 0.01 (168,894 ) — — Cancelled 0.01 (67,112 ) — — Outstanding at December 31 0.01 1,690,766 0.01 14,748,217 Exercisable at December 31 0.01 14,571 0.01 — |
Restricted Share Units | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Schedule of number and weighted average exercise prices of share options | The number and weighted average exercise prices of the RSUs are as follows: 2022 Weighted average exercise price Number of RSUs At January 1 — — Granted 0.01 3,537,409 Cancelled 0.01 (75,031 ) Exercised 0.01 (1,102,111 ) Outstanding at December 31 0.01 2,360,267 Exercisable at December 31 0.01 16,775 |
Financial instruments-Fair valu
Financial instruments-Fair values and risk management (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial risk management and fair values of financial instruments | |
Schedule of carrying amounts and fair values of financial assets and financial liabilities | The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Note 2022 2021 $ $ Financial asset measured at fair value Financial assets at FVPL 1 8 17,537,608 9,906,000 Financial assets at amortized cost Trade receivables 1 7 41,691,913 47,041,538 Deposits and other receivables 15, 7 8,181,576 8,511,304 Amounts due from related companies — 9,060 Cash and cash equivalents 19(b) 146,660,195 35,288,952 196,533,684 90,850,854 Financial liabilities measured at fair value Preference shares liabilities 2 5 — 486,404,770 Warrant liabilities 2 6 3,574,885 — 3,574,885 486,404,770 Financial liabilities at amortized cost Trade payables 7,291,133 9,979,726 Accrued expenses and other liabilities 20 15,668,734 36,280,298 Liabilities for puttable financial instrument 27 17,138,905 — 40,098,772 46,260,024 |
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, 2022 and 2021 is as follows: 2022 2021 $ $ At January 1 518,968 411,059 Net remeasurement of loss allowance (136,493 ) 110,114 Amounts written off (33,808 ) — Exchange differences (20,118 ) (2,205 ) At December 31 328,549 518,968 |
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 | The following table shows the remaining contractual maturities at the end of the reporting period of the Group’s non-derivative Contractual undiscounted cash flows Carrying Total Within 1 year or on demand 1 - 2 years More than 2 years $ $ $ $ $ At December 31, 2022 Non-derivative Trade payables 7,291,133 7,291,133 7,291,133 — — Accrued expenses and other liabilities 15,668,734 15,668,734 15,611,421 57,313 — Lease liabilities 6,646,163 7,308,540 3,022,367 1,678,615 2,607,558 Warrant liabilities 3,574,885 3,574,885 3,574,885 — — Liabilities for puttable financial instrument 17,138,905 17,138,905 17,138,905 — — 50,319,820 50,982,197 46,638,711 1,735,928 2,607,558 Contractual undiscounted cash flows Carrying Total Within 1 year or on demand 1 - 2 years More than 2 years $ $ $ $ $ At December 31, 2021 Non-derivative Trade payables 9,979,726 9,979,726 9,979,726 — — Accrued expenses and other liabilities 36,280,298 36,280,298 36,280,298 — — Lease liabilities 5,267,210 5,981,170 1,921,466 1,743,456 2,316,248 Preference share liabilities - redemption amount 61,373,153 123,556,616 — — 123,556,616 112,900,387 175,797,810 48,181,490 1,743,456 125,872,864 |
Schedule of amounts for the exposure to currency risk | December 31, 2022 USD RMB $ $ Trade receivables 79,220 — Deposits and prepayments 2,972,471 872,455 Cash and cash equivalents 12,225,385 14 Trade payables (3,984,494 ) (2,029,309 ) Accrued expenses and other liabilities (3,741,359 ) — Net exposure to currency risk 7,551,223 (1,156,840 ) 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 liabilities (11,420,246 ) (107 ) Net exposure to currency risk (8,027,547 ) (1,612,926 ) |
Schedule of sensitivity analysis | 2022 2021 Increase/ Effect on loss Increase/ Effect on loss % $ % $ USD 1 (63,061 ) 1 67,269 (1 ) 63,061 (1 ) (67,269 ) RMB 5 48,298 1 13,468 (5 ) (48,298 ) (1 ) (13,468 ) |
Schedule of fair value measurements | Fair value measurements at December 31, 2022 categorized into Fair value at Level 1 Level 2 Level 3 $ $ $ $ Recurring fair value measurements Asset: Financial assets at FVPL: - Unlisted securities 17,537,608 — — 17,537,608 Liability: Warrant liabilities 3,574,885 3,574,885 — — Fair value measurements at December 31, 2021 categorized into Fair value at Level 1 Level 2 Level 3 $ $ $ $ Recurring fair value measurements Asset: Financial assets at FVPL - Unlisted securities 9,906,000 — — 9,906,000 Liability: Preference shares liabilities - conversion feature 425,031,617 — — 425,031,617 |
Schedule of information about Level 3 fair value measurements | Type Valuation technique Significant unobservable inputs Inter-relationship between significant fair value measurement 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) |
Schedule of changes in the Group's loss if there is an change in the significant unobservable inputs used | December 31, 2021 Significant unobservable inputs Increase/(decrease) % Increase/(decrease) 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 ) |
List of principal subsidiaries
List of principal subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of subsidiaries [abstract] | |
Disclosure of the principal subsidiaries of the Company | The following list contains the material subsidiaries of the Group at December 31, 2022 and December 31, 2021 are as follows: Name of subsidiaries Place of Issued and fully paid share capital Proportion of nominal value of issue capital held by the Company Principal activities 2022 2021 Directly Indirectly Directly Indirectly % % % % Prenetics Limited Hong Kong HK$415,276,716 — 100 — 100 Genetic and diagnostic health testing Prenetics EMEA Limited United Kingdom GBP76,765.81 — 100 — 100 Genetic and diagnostic health testing ACT Genomics Holdings Company Limited (note 33) Cayman Islands $16,713 74.39 — — — Precise cancer genetic testing services ACT Genomics Co., Ltd. Taiwan TWD455,080,000 — 74.33 — — Precise cancer genetic testing - services ACT Genomics (Hong Kong) Limited Hong Kong HK$775,000 — 74.39 — — Precise cancer genetic testing - services Sanomics Limited Hong Kong HK$500,000 — 74.39 — — Precise cancer genetic testing - services MC Diagnostics Limited United Kingdom GBP1,164 — 74.39 — — Sales of medical diagnostics products |
Acquisition of ACT Group (Table
Acquisition of ACT Group (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about business combination [abstract] | |
Summary of changes in goodwill explanatory | Goodwill arising from the acquisition has been recognized as follows. 2022 $ Consideration transferred (note 33(A)) 49,783,820 Non-controlling 6,483,762 Fair value of identifiable net assets (note 33(C)) (22,467,306 ) Goodwill (note 13) 33,800,276 |
Summary of acquisition date fair value of each major class of consideration transferred | The following table summarizes the acquisition date fair value of each major class of consideration transferred. $ Cash 9,041,776 Deferred consideration (note 20) 958,224 Equity instruments (19,891,910 ordinary shares) 39,783,820 Total consideration transferred 49,783,820 Net cash outflow arising on acquisition: Cash consideration 9,041,776 Less: cash and cash equivalent balances acquired (note 33(C)) 5,623,061 Total net cash outflow arising on acquisition 3,418,715 |
Summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition | The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition. $ Property, plant and equipment (note 11) 5,649,182 Intangible assets (note 12) 13,826,389 Interests in associates (note 14) 788,472 Deferred tax assets 235,879 Inventories 1,294,959 Trade receivables 2,594,976 Deposits, prepayments and other receivables 2,013,985 Cash and cash equivalents (note 33(A)) 5,623,061 Trade payables (857,537 ) Accrued expenses and other current liabilities (2,763,480 ) Contract liabilities (note 21) (416,307 ) Lease liabilities (2,379,687 ) Tax liabilities (5,713 ) Deferred tax liabilities (2,913,666 ) Other non-current (223,207 ) Total identifiable net assets acquired 22,467,306 |
Related parties (Tables)
Related parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Schedule of transactions with other related parties | 2022 2021 2020 $ $ $ Sales to a shareholder — — 16,950 Purchase from a joint venture — 53,981 21,119 Services provided by a company with control from a director of the Company 30,630 90,353 — Legal and professional fee paid on behalf of related companies — 9,060 — |
Summary of key management personnel compensation | Key management personnel compensation comprised as following. 2022 2021 2020 Directors’ fees 261,110 — — Salaries, wages and other benefits 24,549,012 2,281,701 2,206,494 Contributions to defined contribution retirement plan 17,538 15,643 4,615 Equity-settled share-based payment expenses (note) 30,284,686 21,500,167 913,111 55,112,346 23,797,511 3,124,220 |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 period of the lease term or the useful life – Fixtures and furniture 3 - 5 years – Office and lab equipment 3 - 5 years – Computer equipment 3 years – Motor vehicles 3 - 5 years – Manufacturing equipment 3 - 5 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 – Computer software 3 years – Customer relationship 10 years |
Reporting entity (Details)
Reporting entity (Details) | Dec. 30, 2022 |
ACT Genomics Holdings Company Limited [Member] | |
General Information About Reporting Entity [line items] | |
Percentage of voting equity interests acquired | 74.39% |
Segment information - Results o
Segment information - Results of each reportable segment (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disclosure of operating segments [line items] | |||
Number of reportable segments | segment | 2 | ||
Revenue | $ 275,761,298 | $ 275,852,753 | $ 65,179,515 |
Gross profit | 131,554,886 | 106,131,211 | 26,344,819 |
Prevention | |||
Disclosure of operating segments [line items] | |||
Revenue | 15,774,457 | 16,571,535 | 14,264,972 |
Gross profit | 6,538,453 | 7,546,593 | 6,332,833 |
Diagnostics | |||
Disclosure of operating segments [line items] | |||
Revenue | 259,986,841 | 259,281,218 | 50,914,543 |
Gross profit | 127,180,380 | 100,125,889 | 20,983,200 |
Unallocated | |||
Disclosure of operating segments [line items] | |||
Gross profit | $ (2,163,947) | $ (1,541,271) | $ (971,214) |
Segment information - Revenue (
Segment information - Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of geographical areas [line items] | |||
Revenue | $ 275,761,298 | $ 275,852,753 | $ 65,179,515 |
Non-current assets | 69,288,993 | 41,535,087 | 32,975,407 |
Hong Kong | |||
Disclosure of geographical areas [line items] | |||
Revenue | 210,934,144 | 124,926,420 | 35,411,518 |
Non-current assets | 67,151,416 | 10,993,322 | 3,419,570 |
United Kingdom | |||
Disclosure of geographical areas [line items] | |||
Revenue | 64,827,154 | 150,926,333 | 29,767,997 |
Non-current assets | 1,816,121 | 30,334,739 | 29,510,377 |
Rest of the world | |||
Disclosure of geographical areas [line items] | |||
Non-current assets | $ 321,456 | $ 207,026 | $ 45,460 |
Segment information - Additiona
Segment information - Additional information (Details) - customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of credit risk exposure [line items] | |||
Number of customers | 2 | 2 | |
Percentage of revenue | 10% | 10% | |
Customer one | |||
Disclosure of credit risk exposure [line items] | |||
Percentage of revenue | 28% | 14% | 20% |
Customer two | |||
Disclosure of credit risk exposure [line items] | |||
Percentage of revenue | 27% | 11% | 20% |
Revenue (Details)
Revenue (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue [abstract] | |||
Contract liabilities | $ 5,674,290 | $ 9,587,245 | $ 7,054,586 |
Other income and other net ga_3
Other income and other net gains/(losses) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other income and other net gain/(losses) | |||
Government subsidies (note) | $ 534,678 | $ 7,932 | $ 513,860 |
Bank interest income | 472,189 | 3,980 | 8,043 |
Dividend income | 9,862 | ||
Net foreign exchange (losses)/gains | (688,725) | (280,360) | |
Net foreign exchange (losses)/gains | 285,025 | ||
Impairment loss on interest in a joint venture | (570,704) | ||
Impairment loss on amount due from a joint venture | (176,227) | ||
Sundry income | 76,639 | 18,238 | 13,757 |
Other income and other net gain/(losses) | $ 404,643 | $ 138,948 | $ (315,404) |
Other income and other net ga_4
Other income and other net gains/(losses) - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other income and other net gain/(losses) | |||
Revenue from funding support of employee support scheme | $ 234,470 | $ 470,165 | |
Revenue from Funding Support of Jobs Support Scheme | $ 300,208 | $ 7,932 | $ 43,695 |
Loss before taxation - Other fi
Loss before taxation - Other finance costs And Staff costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interest costs [abstract] | |||
Interest expenses on lease liabilities (notes 11(a) and 23(b)) | $ 244,085 | $ 205,915 | $ 49,400 |
Interest expenses on trade financing (note 23(b)) | 172,978 | ||
Imputed interest on deferred consideration | 22,235 | 9,513 | |
Changes in the carrying amount of preference shares liabilities (note 25) | 3,752,758 | 5,009,847 | |
Other interest expenses | 28,363 | 33 | 654 |
Finance costs | 4,198,184 | 5,238,030 | 59,567 |
Staff costs | |||
Salaries, wages and other benefits | 109,644,199 | 76,622,503 | 16,019,896 |
Contributions to defined contribution retirement plan | 861,863 | 562,427 | 219,440 |
Equity-settled share-based payment expenses | 31,339,185 | 22,141,614 | 1,229,312 |
Staff costs | 141,845,247 | 99,326,544 | 17,468,648 |
Direct costs | |||
Staff costs | |||
Staff costs | 63,647,052 | 48,414,622 | 5,377,536 |
Selling and Distribution expenses | |||
Staff costs | |||
Staff costs | 1,782,149 | 1,299,320 | 675,418 |
Research and Development Expenses | |||
Staff costs | |||
Staff costs | 13,404,496 | 6,943,308 | 2,056,653 |
Administrative and other operating expenses | |||
Staff costs | |||
Staff costs | $ 63,011,550 | $ 42,669,294 | $ 9,359,041 |
Loss before taxation - Other it
Loss before taxation - Other items (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other items | |||
Cost of inventories (note 16) | $ 57,442,036 | $ 52,701,330 | $ 10,412,753 |
Depreciation of (note 11) | |||
- property, plant and equipment# | 3,899,721 | 2,745,549 | 708,637 |
- right-of-use assets# | 2,087,167 | 1,542,566 | 583,835 |
Amortization of intangible assets# (note 12) | 1,556,091 | 3,058,527 | 1,133,564 |
Restructuring costs in relation to diagnostic business | 30,378,741 | 0 | 0 |
Write-off on property, plant and equipment | 268,226 | 476,431 | |
Auditor's remuneration | 1,439,617 | 1,221,439 | 566,553 |
Miscellaneous laboratory charges | 268 | 13,953 | 12,892 |
impairment of intangible assets [Member] | |||
Depreciation of (note 11) | |||
Restructuring costs in relation to diagnostic business | 19,109,580 | 0 | 0 |
impairment of goodwill [Member] | |||
Depreciation of (note 11) | |||
Restructuring costs in relation to diagnostic business | 3,272,253 | 0 | 0 |
impairment losses on property, plant and equipment [Member] | |||
Depreciation of (note 11) | |||
Restructuring costs in relation to diagnostic business | 4,447,610 | 0 | 0 |
write-off of prepayment [Member] | |||
Depreciation of (note 11) | |||
Restructuring costs in relation to diagnostic business | 3,549,298 | 0 | 0 |
Direct costs | |||
Depreciation of (note 11) | |||
Total depreciation and amortization charges | 1,892,036 | 1,182,134 | 462,809 |
Research and development expenses | |||
Depreciation of (note 11) | |||
Total depreciation and amortization charges | 340,690 | 145,876 | 63,162 |
Administrative and other operating expenses | |||
Depreciation of (note 11) | |||
Total depreciation and amortization charges | 5,310,253 | 6,018,632 | 1,900,065 |
Total Depreciation And Amortization Charges [Member] | |||
Depreciation of (note 11) | |||
Total depreciation and amortization charges | $ 7,542,979 | $ 7,346,642 | $ 2,426,036 |
Income tax expense_(credit) - T
Income tax expense/(credit) - Taxation in the consolidated statements of profit or loss represents (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax | |||
Origination and reversal of temporary differences | $ (279,633) | $ 2,530,047 | $ (1,957,229) |
Tax expense/(credit) | 7,147,104 | 3,732,744 | (1,937,558) |
Hong Kong | |||
Current tax expense - Overseas | |||
Provision for the year | 7,338,274 | 1,164,222 | |
Deferred tax | |||
Tax expense/(credit) | 0 | ||
Overseas | |||
Current tax expense - Overseas | |||
Provision for the year | $ 88,463 | $ 38,475 | $ 19,671 |
Income tax expense_(credit) (De
Income tax expense/(credit) (Details) - USD ($) | 12 Months Ended | |||
Jun. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||||
Applicable tax rate | 25% | |||
Provision for income tax | $ 7,147,104 | $ 3,732,744 | $ (1,937,558) | |
Hong Kong | ||||
Income Tax Disclosure [Line Items] | ||||
Applicable tax rate | 16.50% | 16.50% | ||
Provision for income tax | 0 | |||
United Kingdom | ||||
Income Tax Disclosure [Line Items] | ||||
Applicable tax rate | 19% | |||
Provision for income tax | $ 0 | $ 0 | $ 0 |
Income tax expense_(credit) - R
Income tax expense/(credit) - Reconciliation of effective tax rate (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of income tax credit | |||
Loss before taxation | $ (183,306,283) | $ (170,284,098) | $ (3,901,443) |
Notional tax on loss before taxation, calculated at the applicable rate | (18,117,948) | (6,622,976) | (697,772) |
Tax effect of non-deductible expenses | 25,595,035 | 11,587,117 | 1,111,877 |
Tax effect of non-taxable income | (168,565) | (1,008,915) | (76,874) |
Tax effect of temporary difference not recognized | 73,833 | ||
Tax effect on utilization of previously unrecognized tax losses | (579,657) | (692,350) | |
Tax effect of tax losses not recognized | 101,854 | 298,651 | |
Tax effect of previously unrecognized temporary differences recognized in current year | (263,272) | 360,922 | (1,957,229) |
Others | (3,747) | 2,306 | |
Tax expense/(credit) | $ 7,147,104 | $ 3,732,744 | $ (1,937,558) |
Income tax expense_(credit) - D
Income tax expense/(credit) - Deferred tax assets and liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
At the beginning of the period | $ 579,796 | $ (1,951,154) | $ 0 |
(Credited)/charged to profit or loss | (279,633) | 2,530,047 | (1,957,229) |
Exchange differences | (35,959) | 903 | 6,075 |
Additions from acquisition (note 33(C)) | 2,677,787 | ||
At the end of the year | 2,941,991 | 579,796 | (1,951,154) |
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 | 1,267,681 | 364,745 | 36,504 |
(Credited)/charged to profit or loss | (957,459) | 906,775 | 315,514 |
Exchange differences | (38,448) | (3,839) | 12,727 |
Additions from acquisition (note 33(C)) | 63,666 | ||
At the end of the year | 335,440 | 1,267,681 | 364,745 |
Tax losses recognized | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
At the beginning of the period | (1,809,162) | (3,347,753) | (1,169,865) |
(Credited)/charged to profit or loss | 1,799,103 | 1,528,881 | (2,138,179) |
Exchange differences | 2,489 | 9,710 | (39,709) |
Additions from acquisition (note 33(C)) | (235,879) | ||
At the end of the year | (243,449) | (1,809,162) | (3,347,753) |
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 | 1,121,277 | 1,031,854 | 1,133,361 |
(Credited)/charged to profit or loss | (1,121,277) | 94,391 | (134,564) |
Exchange differences | (4,968) | 33,057 | |
Additions from acquisition (note 33(C)) | 2,850,000 | ||
At the end of the year | $ 2,850,000 | $ 1,121,277 | $ 1,031,854 |
Income tax expense_(credit) -_2
Income tax expense/(credit) - Deferred tax liability assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets and liabilities [abstract] | ||||
Deferred tax assets | $ (243,449) | $ (79,702) | ||
Deferred tax liabilities | 3,185,440 | 659,498 | ||
Deferred tax liability (asset) | $ 2,941,991 | $ 579,796 | $ (1,951,154) | $ 0 |
Income tax expense_(credit) -_3
Income tax expense/(credit) - Deferred tax assets not recognized (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax expense/(credit) | |||
Tax Losses Utilized | $ 62,586,553 | $ 0 | $ 3,050,828 |
Income tax expense_(credit) - E
Income tax expense/(credit) - Expiry dates of the cumulative tax losses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||
Tax Losses Utilized | $ 62,586,553 | $ 0 | $ 3,050,828 |
Not later than one year [member] | |||
Income Tax Disclosure [Line Items] | |||
Tax Losses Utilized | 893,511 | 0 | |
Later than one year and not later than five years [member] | |||
Income Tax Disclosure [Line Items] | |||
Tax Losses Utilized | 14,362,136 | 0 | |
Later than five years and not later than ten years [member] | |||
Income Tax Disclosure [Line Items] | |||
Tax Losses Utilized | 25,085,050 | 0 | |
Indefinite Period [Member] | |||
Income Tax Disclosure [Line Items] | |||
Tax Losses Utilized | $ 22,245,856 | $ 0 |
Loss per share (Details)
Loss per share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings for the purposes of basic and diluted loss per share: | |||
Loss attributable to equity shareholders of the Company | $ (190,453,333) | $ (174,009,273) | $ (1,939,689) |
Number of shares | |||
Weighted-average number of ordinary shares | 76,039,727 | 14,596,997 | 13,176,752 |
Loss per share - Additional Inf
Loss per share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share options | |||
Earnings per share [line items] | |||
Anti-dilutive excluded from the diluted weighted-average number of ordinary shares | 10,272,389 | ||
Preference shares | |||
Earnings per share [line items] | |||
Anti-dilutive excluded from the diluted weighted-average number of ordinary shares | 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 | 789,280 | 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 | 25,114,282 | 12,400,419 | |
Warrants | |||
Earnings per share [line items] | |||
Anti-dilutive excluded from the diluted weighted-average number of ordinary shares | 22,384,586 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | $ 13,037,192 | ||
Charge for the year | 3,899,721 | $ 2,745,549 | $ 708,637 |
Property, plant and equipment at end of period | 13,102,546 | 13,037,192 | |
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 | |
Additions | 5,781,689 | 13,917,067 | |
Additions from acquisition (note 33(C)) | 14,632,568 | 70,192 | |
Disposals | (509,459) | (936,833) | |
Exchange differences | (517,353) | 154,856 | |
Written off | (1,642,971) | (2,299,054) | |
Property, plant and equipment at end of period | (38,153,815) | 20,409,341 | 9,503,113 |
Accumulated depreciation and impairment loss | |||
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) | |
Additions from acquisition (note 33(C)) | 8,983,386 | ||
Charge for the year | 5,986,888 | 4,288,115 | |
Written back on disposal | (386,545) | (223,349) | |
Exchange differences | 22,526 | 147,132 | |
Written off | (1,374,745) | (1,649,544) | |
Impairment loss (note 8(c)) | 4,447,610 | ||
Property, plant and equipment at end of period | 25,051,269 | (7,372,149) | (4,809,795) |
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 | ||
Property, plant and equipment at end of period | 5,751,118 | 5,314,425 | |
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 | |
Additions | 833,538 | 5,370,122 | |
Additions from acquisition (note 33(C)) | 4,623,601 | ||
Disposals | (137,959) | ||
Exchange differences | (180,180) | 199,969 | |
Written off | (40,080) | ||
Property, plant and equipment at end of period | (14,070,080) | 8,833,201 | 3,401,069 |
Right-of-use assets | Accumulated depreciation and impairment loss | |||
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) | |
Additions from acquisition (note 33(C)) | 2,720,997 | ||
Charge for the year | 2,087,167 | 1,542,566 | |
Written back on disposal | (137,959) | ||
Exchange differences | 26,090 | 256,698 | |
Written off | (34,068) | ||
Property, plant and equipment at end of period | 8,318,962 | (3,518,776) | (1,857,471) |
Leasehold improvements | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 2,439,265 | ||
Property, plant and equipment at end of period | 2,479,519 | 2,439,265 | |
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 | |
Additions | 598,672 | 2,702,786 | |
Additions from acquisition (note 33(C)) | 3,102,189 | ||
Disposals | (30,492) | ||
Exchange differences | (92,424) | (10,333) | |
Property, plant and equipment at end of period | (7,476,367) | 3,898,422 | 1,205,969 |
Leasehold improvements | Accumulated depreciation and impairment loss | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | (1,459,157) | (769,573) | |
Additions from acquisition (note 33(C)) | 2,199,166 | ||
Charge for the year | 1,088,119 | 693,032 | |
Written back on disposal | (24,776) | 0 | |
Exchange differences | (21,879) | (3,448) | |
Impairment loss (note 8(c)) | 297,061 | ||
Property, plant and equipment at end of period | 4,996,848 | (1,459,157) | (769,573) |
Fixtures and furniture | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 22,048 | ||
Property, plant and equipment at end of period | 14,494 | 22,048 | |
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 | |
Additions | 569 | 23,885 | |
Additions from acquisition (note 33(C)) | 26,511 | ||
Exchange differences | (3,669) | (6,354) | |
Written off | (102,101) | ||
Property, plant and equipment at end of period | (36,874) | 39,974 | 98,033 |
Fixtures and furniture | Accumulated depreciation and impairment loss | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | (17,926) | (70,865) | |
Charge for the year | 10,582 | 25,697 | |
Exchange differences | (6,128) | 5,414 | |
Written off | (84,050) | ||
Property, plant and equipment at end of period | 22,380 | (17,926) | (70,865) |
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 | ||
Property, plant and equipment at end of period | 4,511,195 | 3,651,416 | |
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 | |
Additions | 4,160,369 | 3,834,862 | |
Additions from acquisition (note 33(C)) | 6,898,517 | 8,912 | |
Disposals | (357,127) | (702,458) | |
Exchange differences | (158,913) | (15,493) | |
Written off | (438,530) | (1,570,248) | |
Property, plant and equipment at end of period | (15,686,654) | 5,582,338 | 4,026,763 |
Office and lab equipment | Accumulated depreciation and impairment loss | |||
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) | |
Additions from acquisition (note 33(C)) | 4,058,977 | ||
Charge for the year | 2,287,110 | 1,544,258 | |
Written back on disposal | (285,044) | (39,020) | |
Exchange differences | 51,607 | (115,726) | |
Written off | (176,672) | (1,196,444) | |
Impairment loss (note 8(c)) | 3,308,559 | ||
Property, plant and equipment at end of period | 11,175,459 | (1,930,922) | (1,737,854) |
Computer equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 287,059 | ||
Property, plant and equipment at end of period | 197,437 | 287,059 | |
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 | |
Additions | 188,541 | 406,613 | |
Additions from acquisition (note 33(C)) | 34,769 | ||
Disposals | (65,993) | (56,005) | |
Exchange differences | (37,044) | (9,116) | |
Written off | (6,320) | (524,370) | |
Property, plant and equipment at end of period | (518,727) | 439,543 | 587,652 |
Computer equipment | Accumulated depreciation and impairment loss | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | (152,484) | (364,695) | |
Charge for the year | 127,052 | 182,186 | |
Written back on disposal | (41,151) | (39,635) | |
Exchange differences | (13,907) | 5,494 | |
Written off | (5,964) | (360,256) | |
Impairment loss (note 8(c)) | 102,776 | ||
Property, plant and equipment at end of period | 321,290 | (152,484) | (364,695) |
Motor vehicles | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | 329,538 | ||
Property, plant and equipment at end of period | 148,783 | 329,538 | |
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 | |
Additions | 316,462 | ||
Additions from acquisition (note 33(C)) | 8,261 | ||
Disposals | (55,847) | (40,411) | |
Exchange differences | (40,483) | (3,817) | |
Written off | (2,679) | ||
Property, plant and equipment at end of period | (365,113) | 453,182 | 183,627 |
Motor vehicles | Accumulated depreciation and impairment loss | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment at beginning of period | (123,644) | 9,337 | |
Additions from acquisition (note 33(C)) | 4,246 | ||
Charge for the year | 136,524 | 123,192 | |
Written back on disposal | (35,574) | (6,735) | |
Exchange differences | (12,510) | (1,300) | |
Written off | (850) | ||
Property, plant and equipment at end of period | 216,330 | (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 | ||
Exchange differences | (4,640) | ||
Written off | (1,158,041) | (99,656) | |
Property, plant and equipment at end of period | 1,162,681 | ||
Manufacturing equipment | Accumulated depreciation and impairment loss | |||
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 | 250,334 | 177,184 | |
Exchange differences | (747) | ||
Written off | (1,158,041) | (7,944) | |
Impairment loss (note 8(c)) | $ 739,214 | ||
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, 2022 | Dec. 31, 2021 |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Right-of-use assets | $ 5,751,118 | $ 5,314,425 |
Properties | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Right-of-use assets | 5,739,426 | 5,261,372 |
Office and lab equipment | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Right-of-use assets | $ 11,692 | $ 53,053 |
Property, plant and equipment_3
Property, plant and equipment - Schedule of amounts included in the consolidated statement of cash flows (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of Detailed Information About Cash Flows for Leases [Abstract] | |||
Within operating cash flows | $ (831,631) | $ (1,019,937) | $ (429,691) |
Within financing cash flows | (2,121,981) | (1,504,946) | (660,326) |
Total | $ (2,953,612) | $ (2,524,883) | $ (1,090,017) |
Property, plant and equipment_4
Property, plant and equipment - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Depreciation of right-of-use assets | $ 2,087,167 | $ 1,542,566 | $ 583,835 |
Interest expenses on lease liabilities (note 8(a)) | 244,085 | 205,915 | 49,400 |
Expense relating to short-term leases or leases of low-value assets | 831,631 | 1,019,937 | 429,691 |
Additions to right-of-use assets | 833,538 | 5,370,122 | 949,810 |
Properties | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Depreciation of right-of-use assets | 2,039,815 | 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 | $ 47,352 | $ 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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | $ 23,826,282 | |
Ending balance | 14,785,875 | $ 23,826,282 |
Acquisition and manufacturing costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 30,127,240 | 27,365,939 |
Additions | 1,394,553 | 2,865,315 |
Exchange differences | (4,972,308) | (104,014) |
Additions from acquisition (note 33(C)) | 14,511,897 | |
Disposals | (3,296,292) | |
Ending balance | 37,765,090 | 30,127,240 |
Accumulated depreciation and impairment loss | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 6,300,958 | 3,270,439 |
Exchange differences | (1,458,129) | (28,008) |
Additions from acquisition (note 33(C)) | 685,508 | |
Charge for the year | 1,556,091 | 3,058,527 |
Written back on disposal | (3,214,793) | |
Impairment loss (note 8(c)) | 19,109,580 | |
Ending balance | 22,979,215 | 6,300,958 |
Website and mobile apps | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 241,561 | |
Ending balance | 60,632 | 241,561 |
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 |
Additions | 42,968 | 221,594 |
Exchange differences | (16,656) | (6,482) |
Additions from acquisition (note 33(C)) | 0 | |
Disposals | (165,048) | |
Ending balance | 1,212,317 | 1,351,053 |
Website and mobile apps | Accumulated depreciation and impairment loss | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 1,109,492 | 1,044,221 |
Exchange differences | (496) | (94) |
Charge for the year | 126,238 | 65,365 |
Written back on disposal | (83,549) | |
Ending balance | 1,151,685 | 1,109,492 |
Trademark and technology | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 21,421,342 | |
Ending balance | 12,945,558 | 21,421,342 |
Trademark and technology | Acquisition and manufacturing costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 26,119,306 | 26,092,571 |
Additions | 19,141 | 124,267 |
Exchange differences | (4,950,867) | (97,532) |
Additions from acquisition (note 33(C)) | 12,900,000 | |
Disposals | 0 | |
Ending balance | 34,087,580 | 26,119,306 |
Trademark and technology | Accumulated depreciation and impairment loss | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 4,697,964 | 2,222,401 |
Exchange differences | (1,460,221) | (27,914) |
Charge for the year | 757,212 | 2,503,477 |
Impairment loss (note 8(c)) | 17,147,067 | |
Ending balance | 21,142,022 | 4,697,964 |
Products development cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 2,163,379 | |
Ending balance | 2,163,379 | |
Products development cost | Acquisition and manufacturing costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 2,656,881 | 137,427 |
Additions | 484,966 | 2,519,454 |
Exchange differences | (10,603) | |
Additions from acquisition (note 33(C)) | 0 | |
Disposals | (3,131,244) | |
Ending balance | 2,656,881 | |
Products development cost | Accumulated depreciation and impairment loss | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 493,502 | 3,817 |
Exchange differences | 2,588 | 0 |
Charge for the year | 672,641 | 489,685 |
Written back on disposal | (3,131,244) | |
Impairment loss (note 8(c)) | 1,962,513 | |
Ending balance | $ 493,502 | |
Customer relationship [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Ending balance | 800,000 | |
Customer relationship [Member] | Acquisition and manufacturing costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Additions from acquisition (note 33(C)) | 800,000 | |
Ending balance | 800,000 | |
Computer software [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Ending balance | 979,685 | |
Computer software [member] | Acquisition and manufacturing costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Additions | 847,478 | |
Exchange differences | 5,818 | |
Additions from acquisition (note 33(C)) | 811,897 | |
Ending balance | 1,665,193 | |
Computer software [member] | Accumulated depreciation and impairment loss | ||
Disclosure of detailed information about intangible assets [line items] | ||
Additions from acquisition (note 33(C)) | 685,508 | |
Ending balance | $ 685,508 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of reconciliation of changes in goodwill [abstract] | ||
Goodwill | $ 3,978,065 | $ 3,993,007 |
Exchange differences | (705,812) | (14,942) |
Additions from acquisition (note 33(D)) | 33,800,276 | |
Impairment loss (note 8(c)) | (3,272,253) | |
Goodwill | $ 33,800,276 | $ 3,978,065 |
Goodwill - Summary of goodwill
Goodwill - Summary of goodwill balance allocated to CGU's (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of reconciliation of changes in goodwill [line items] | |||
Goodwill | $ 33,800,276 | $ 3,978,065 | $ 3,993,007 |
Prevention EMEA within the Prevention segment | |||
Disclosure of reconciliation of changes in goodwill [line items] | |||
Goodwill | 0 | 855,284 | |
Diagnostics EMEA within the Diagnostics segment | |||
Disclosure of reconciliation of changes in goodwill [line items] | |||
Goodwill | 0 | 3,122,781 | |
Cancer genetic testing services within the Diagnostics segment [Member] | |||
Disclosure of reconciliation of changes in goodwill [line items] | |||
Goodwill | 30,639,976 | 0 | |
Sales of medical diagnostics products within the Diagnostics segment [Member] | |||
Disclosure of reconciliation of changes in goodwill [line items] | |||
Goodwill | $ 3,160,300 | $ 0 |
Goodwill - Summary of the estim
Goodwill - Summary of the estimation of recoverable amounts of two CGU's (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of reconciliation of changes in goodwill [line items] | ||
Cash flow projections period | 10 years | |
Prevention EMEA within the Prevention segment | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Pre-tax discount rate | 16.80% | 16% |
Terminal value growth rate | 3.20% | 3% |
Average revenue growth rate | 25.10% | 24.40% |
Diagnostics EMEA within the Diagnostics segment | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Pre-tax discount rate | 16.80% | 13.70% |
Terminal value growth rate | 3% | |
Average revenue growth rate | 18.40% |
Goodwill - Summary of assumptio
Goodwill - Summary of assumptions used in the estimation of the recoverable amount (Details) | Dec. 31, 2022 |
Cancer genetic testing services within the Diagnostics segment [Member] | |
Disclosure of reconciliation of changes in goodwill [line items] | |
Pre-tax discount rate | 17.70% |
Terminal value growth rate | 3% |
Average revenue growth rate | 31.10% |
Sales of medical diagnostics products within the Diagnostics segment [Member] | |
Disclosure of reconciliation of changes in goodwill [line items] | |
Pre-tax discount rate | 15.90% |
Terminal value growth rate | 3% |
Average revenue growth rate | 18.30% |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Disclosure of reconciliation of changes in goodwill [line items] | ||
Explanation of period over which management has projected cash flows | five-year | |
Impairment loss goodwill | $ (3,272,253) | |
CGU Diagnostics EMEA [Member] | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Impairment loss goodwill | 2,568,719 | |
CGU Prevention EMEA [Member] | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Impairment loss goodwill | 703,534 | |
Cancer Genetic Testing Services and sales of medical diagnostics products Within The Diagnostics Segment [Member] | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Impairment loss goodwill | $ 0 | |
Financial forecast of profit (loss) for cash-generating unit, measurement input [member] | ||
Disclosure of reconciliation of changes in goodwill [line items] | ||
Description of justification for using growth rate that exceeds long-term average growth rate | five-year |
Interests in associates - Summa
Interests in associates - Summary of detailed information about interest in associates (Details) | Dec. 31, 2022 USD ($) |
Disclosure of associates [abstract] | |
Interests in associates | $ 788,472 |
Interests in associates - Sum_2
Interests in associates - Summary of interests in associates (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of associates [line items] | ||
Share capital | $ 13,698 | $ 1,493 |
ACTmed Co., Ltd [Member] | ||
Disclosure of associates [line items] | ||
Share capital | $ 1,347 | |
Proportion of nominal value of issue capital held by the Company | 24.85% | |
CERBACT Asia Holdings Pte. Ltd [Member] | ||
Disclosure of associates [line items] | ||
Share capital | $ 100 | |
Proportion of nominal value of issue capital held by the Company | 26.04% |
Interests in associates - Sum_3
Interests in associates - Summary of detailed information about financial information of associates (Details) | Dec. 31, 2022 USD ($) |
Disclosure of associates [line items] | |
Aggregate carrying amount of individually immaterial associates in the consolidated financial statements | $ 788,472 |
CERBACT Asia Holdings Pte. Ltd [Member] | |
Disclosure of associates [line items] | |
Aggregate carrying amount of individually immaterial associates in the consolidated financial statements | 788,472 |
Aggregate amounts of the Group's share of those associates' loss and total comprehensive income | $ 0 |
Interests in associates - Addit
Interests in associates - Additional information (Details) | Dec. 30, 2022 |
ACT Genomics Holdings Company Limited [Member] | |
Disclosure of associates [line items] | |
Percentage of voting equity interests acquired | 74.39% |
Other non-current assets (Detai
Other non-current assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Miscellaneous non-current assets [abstract] | ||
Deposits and prepayments | $ 1,292,462 | $ 693,548 |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Classes of current inventories [abstract] | ||
Consumables and reagent | $ 3,662,303 | $ 4,404,959 |
Work in progress | 137,106 | 0 |
Finished goods | 734,663 | 2,424,267 |
Inventories | $ 4,534,072 | $ 6,829,226 |
Inventories - Inventories recog
Inventories - Inventories recognized as an expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Classes of current inventories [abstract] | |||
Carrying amount of inventories sold | $ 57,442,036 | $ 52,701,330 | $ 10,412,753 |
Inventories - Additional Inform
Inventories - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Classes of current inventories [abstract] | |
Inventory write-down | $ 2,055,859 |
Trade and other receivables a_3
Trade and other receivables and deferred expenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Trade and other receivables [abstract] | ||
Trade receivables, net of loss allowance | $ 41,691,913 | $ 47,041,538 |
Deposits Prepayments and Other Receivables [Abstract] | ||
Deposit | 1,119,968 | 955,854 |
Prepayments | 4,965,101 | 6,450,343 |
Other receivables | 804,045 | 411,559 |
Deferred expenses (note) | 4,577,255 | 0 |
Trade and other receivables | 6,889,114 | 7,817,756 |
Current | 53,158,282 | 54,859,294 |
Deferred expenses | 6,307,834 | 0 |
Non-Current | $ 59,466,116 | $ 54,859,294 |
Trade and other receivables a_4
Trade and other receivables and deferred expenses - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Disclosure of financial assets [line items] | |
Trade receivables period | 30 days |
Maximum | |
Disclosure of financial assets [line items] | |
Trade receivables period | 60 days |
Financial assets at fair valu_3
Financial assets at fair value through profit or loss (Details) - Financial assets measured at FVPL - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of financial assets [line items] | ||
Financial assets | $ 17,537,608 | $ 9,906,000 |
Unlisted securities | ||
Disclosure of financial assets [line items] | ||
Financial assets | $ 17,537,608 | $ 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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of financial assets [line items] | ||
Balance at the beginning | $ 9,906,000 | |
Additions | 20,000,000 | $ 10,000,000 |
Redemption | (3,004,897) | |
Changes in fair value recognized in profit or loss | (9,363,495) | (94,000) |
Balance at the end | $ 17,537,608 | $ 9,906,000 |
Short-term deposits and cash _3
Short-term deposits and cash and cash equivalents - Schedule of cash and cash equivalents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and cash equivalents [abstract] | ||||
Bank balances | $ 146,656,326 | $ 35,288,761 | ||
Cash on hand | 3,869 | 191 | ||
Cash and cash equivalents | $ 146,660,195 | $ 35,288,952 | $ 14,489,880 | $ 11,521,505 |
Short-term deposits and cash _4
Short-term deposits and cash and cash equivalents - Additional Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Short term deposits Line [Line Items] | ||
Short term deposits weighted average interest rate point in time | 5.21% | 0% |
Accrued expenses and other li_3
Accrued expenses and other liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current liabilities [abstract] | ||
Accrued staff costs | $ 1,405,316 | $ 1,763,099 |
Accrued expenses | 2,949,038 | 12,131,214 |
Accrued professional fee | 4,432,425 | 11,877,996 |
Value added tax payable | 58,093 | 1,893,190 |
Deposit liabilities | 328,559 | 2,690,842 |
Consideration payable in relation to the ACT Acquisition (note) | 958,224 | |
Other payables and accruals | 5,479,766 | 5,923,957 |
Accrued expenses and other current liabilities | 15,611,421 | 36,280,298 |
Non-current | ||
Other non-current liabilities | 949,701 | |
Non accrued expenses and other non current liabilities | $ 16,561,122 | $ 36,280,298 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 18, 2022 | Mar. 30, 2022 | Sep. 15, 2021 | |
Disclosure Of Reverse Recapitalization [Line Items] | ||||||
Administrative and Other Operating Expenses | $ 96,063,312 | $ 83,991,413 | $ 16,616,462 | |||
NASDAQ Stock Market [Member] | ||||||
Disclosure Of Reverse Recapitalization [Line Items] | ||||||
Professional services expenditure | 18,231,775 | |||||
Administrative and Other Operating Expenses | $ 3,529,904 | $ 14,701,871 | ||||
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 (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ 22,467,306 | |||
Cash and cash equivalent | 146,660,195 | $ 35,288,952 | $ 14,489,880 | $ 11,521,505 |
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) (Details) | Dec. 31, 2022 $ / shares shares |
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 | $ / shares | $ 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 | $ / shares | $ 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 |
Contract liabilities (Details)
Contract liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract liabilities [abstract] | ||
Contract liabilities | $ 5,674,290 | $ 9,587,245 |
Movement in contract liabilities | ||
Beginning balance | 9,587,245 | 7,054,586 |
Revenue recognised | (5,904,877) | (3,204,988) |
Additions from acquisition (note 33(C)) | 416,307 | |
Receipt from customers upon entering sales contracts | 1,575,615 | 5,737,647 |
Ending balance | 5,674,290 | 9,587,245 |
Revenue to be recognized in within one year | $ 2,500,370 | $ 5,915,231 |
Period of revenue to be recognized | 1 year |
Lease liabilities (Details)
Lease liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Lease liabilities, non-current | $ 3,763,230 | $ 3,600,232 |
Total | 6,646,163 | 5,267,210 |
Within 1 year or on demand | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Lease liabilities, non-current | 2,882,933 | 1,666,978 |
Between 1 and 2 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Lease liabilities, non-current | 1,464,200 | 1,191,547 |
More than 2 years but less than 5 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Lease liabilities, non-current | 1,294,278 | 1,298,897 |
After 5 years | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||
Lease liabilities, non-current | $ 1,004,752 | $ 1,109,788 |
Loans and borrowings - Addition
Loans and borrowings - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Repayment of trade financing | $ (21,677,075) |
Proceeds from trade financing | 21,677,075 |
Floating interest rate [member] | Trade Financing [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Repayment of trade financing | 21,677,075 |
Proceeds from trade financing | 21,677,075 |
Floating interest rate [member] | Trade Financing [Member] | Trade Receivables Pledged [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Borrowings notional amount | $ 14,500,000 |
Floating interest rate [member] | Bottom of range [member] | Trade Financing [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 |
Floating interest rate [member] | Top of range [member] | Trade Financing [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 |
Floating interest rate [member] | Hongking Interbank Offer Rate [Member] | Trade Financing [Member] | Reverse Factoring Arrangement [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Borrowings adjustment to interest rate basis | 1% |
Floating interest rate [member] | Hongking Interbank Offer Rate [Member] | Remaining Portion [Member] | Trade Financing [Member] | Trade Receivables Pledged [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Borrowings adjustment to interest rate basis | 1.20% |
Floating interest rate [member] | USD Reference Rate [Member] | Remaining Portion [Member] | Trade Financing [Member] | Trade Receivables Pledged [Member] | |
Disclosure In Entirety Of Trade Financing [Line Items] | |
Borrowings adjustment to interest rate basis | 1.20% |
Loans and borrowings - Schedule
Loans and borrowings - Schedule of consolidated statement of cash flows (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of reconciliation of liabilities arising from financing activities [line items] | |||
Beginning of the period | $ 491,671,980 | $ 17,149,284 | |
Changes from financing cash flows: | |||
Proceeds from Issuance of Convertible Securities | 4,980,718 | ||
Proceeds from issuance of preference shares liabilities | 25,970,000 | ||
Capital element of lease rentals paid | (1,834,272) | (1,299,031) | |
Interest element of lease rentals paid | (244,085) | (205,915) | |
Interest paid | (172,978) | (33) | $ (654) |
Decrease in amounts due to shareholders | (128,797) | ||
Proceeds from trade financing | 21,677,075 | ||
Repayment of trade financing | (21,677,075) | ||
Total changes from financing cash flows | (2,251,335) | 29,316,975 | |
Other changes: | |||
Increase in lease liabilities from entering into new leases | 833,538 | 4,896,384 | |
Interest expenses (note 8(a)) | 417,063 | 205,915 | |
Fair value loss on convertible securities (note 24) | 29,054,669 | ||
Fair value loss on preference shares liabilities (note 25) | 60,091,353 | 125,398,798 | |
Changes in the carrying amount of preference shares liabilities (note 25) | 3,752,758 | 5,009,847 | |
Additions from acquisition (note 33(C)) | 2,379,687 | ||
Reclassification to share premium (note 25) | (550,248,881) | 279,832,806 | |
Fair value recognized in other reserve due to amendment of terms (note 24) | 811,819 | ||
Vesting of shares under the Restricted Share Scheme | (4,517) | ||
Total other changes | (482,774,482) | 445,205,721 | |
Ending of the period | 6,646,163 | 491,671,980 | 17,149,284 |
Lease liabilities | |||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | |||
Beginning of the period | 5,267,210 | 1,669,857 | |
Changes from financing cash flows: | |||
Capital element of lease rentals paid | (1,834,272) | (1,299,031) | |
Interest element of lease rentals paid | (244,085) | (205,915) | |
Total changes from financing cash flows | (2,078,357) | (1,504,946) | |
Other changes: | |||
Increase in lease liabilities from entering into new leases | 833,538 | 4,896,384 | |
Interest expenses (note 8(a)) | 244,085 | 205,915 | |
Additions from acquisition (note 33(C)) | 2,379,687 | ||
Total other changes | 3,457,310 | 5,102,299 | |
Ending of the period | 6,646,163 | 5,267,210 | 1,669,857 |
Trade financing | |||
Changes from financing cash flows: | |||
Interest paid | (172,978) | ||
Proceeds from trade financing | 21,677,075 | ||
Repayment of trade financing | (21,677,075) | ||
Total changes from financing cash flows | (172,978) | ||
Other changes: | |||
Interest expenses (note 8(a)) | 172,978 | ||
Total other changes | 172,978 | ||
Convertible securities | |||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | |||
Beginning of the period | 15,346,113 | ||
Changes from financing cash flows: | |||
Proceeds from Issuance of Convertible Securities | 4,980,718 | ||
Total changes from financing cash flows | 4,980,718 | ||
Other changes: | |||
Fair value loss on convertible securities (note 24) | 29,054,669 | ||
Fair value recognized in other reserve due to amendment of terms (note 24) | 811,819 | ||
Converted to Series D preference shares of the Company (note 24) | (50,193,319) | ||
Total other changes | (20,326,831) | ||
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 25) | 60,091,353 | 125,398,798 | |
Changes in the carrying amount of preference shares liabilities (note 25) | 3,752,758 | 5,009,847 | |
Reclassification to share premium (note 25) | (550,248,881) | 279,832,806 | |
Converted to Series D preference shares of the Company (note 24) | 50,193,319 | ||
Total other changes | $ (486,404,770) | 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 | ||
Changes from financing cash flows: | |||
Decrease in amounts due to shareholders | (128,797) | ||
Total changes from financing cash flows | (128,797) | ||
Other changes: | |||
Vesting of shares under the Restricted Share Scheme | (4,517) | ||
Total other changes | $ (4,517) | ||
Ending of the period | $ 133,314 |
Convertible securities (Details
Convertible securities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 | |
Coupon rate at the time of redemption | 2% | |
Accrued interest rate at the time repayment fails | 8% | |
Conversion of series D preference shares | $ 4.5789 | |
Note 2 | ||
Disclosure of detailed information about borrowings [line items] | ||
Aggregate principal value | $ 5,000,000 | |
Coupon rate at the time of redemption | 2% | |
Accrued interest rate at the time repayment fails | 8% | |
Conversion of series D preference shares | $ 6.6023 |
Convertible securities - Moveme
Convertible securities - Movements of Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible securities | |||
At January 1, 2021 | $ 0 | $ 15,346,113 | |
Proceeds from issuance of convertible securities | 4,980,718 | $ 12,499,363 | |
Changes in fair value recognized in profit or loss | 0 | 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 PHCL (note 25) | (50,193,319) | ||
At December 31, 2021, January 1, 2022 and December 31, 2022 | $ 0 | $ 0 | $ 15,346,113 |
Preference shares liabilities -
Preference shares liabilities - Movements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of financial liabilities [line items] | ||
Balance at the beginning | $ 112,900,387 | |
Balance at the end | 50,319,820 | $ 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 24) | 50,193,319 | |
Issuance of Series E preference shares | 25,970,000 | |
Changes in the carrying amount of preference shares liabilities (note 8(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 24) | 11,974,503 | |
Issuance of Series E preference shares | 18,954,939 | |
Changes in the carrying amount of preference shares liabilities (note 8(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 | 0 |
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 24) | 38,218,816 | |
Issuance of Series E preference shares | 7,015,061 | |
Changes in the carrying amount of preference shares liabilities (note 8(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) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disclosure of warranty liabilities [line items] | |
At January 1 | $ 549,402,234 |
At June 30 | 68,668,371 |
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 | (3,196,538) |
At June 30 | $ 3,574,885 |
Warrant liabilities - Additiona
Warrant liabilities - Additional Information (Details) - NASDAQ INTERMARKET [Member] - $ / shares | 12 Months Ended | |
May 18, 2022 | Dec. 31, 2022 | |
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 | May 18, 2022 | |
Class of warrants or rights date of expiry of warrants or rights | May 18, 2027 | |
Recapitalization [member] | ||
Disclosure of warranty liabilities [line items] | ||
Class of warrants or rights issued during the period units | 22,384,586 |
Liabilities for puttable fina_3
Liabilities for puttable financial instrument - Additional Information (Details) - ACT Genomics Holdings Company Limited [Member] | Dec. 30, 2022 |
Disclosure of reconciliation of liabilities arising from puttable financial instrument [Line Items] | |
Percentage of equity interest acquired | 74.39% |
Puttable, Bond Granted [Member] | |
Disclosure of reconciliation of liabilities arising from puttable financial instrument [Line Items] | |
Percentage of equity interest acquired | 74.39% |
Liabilities for puttable fina_4
Liabilities for puttable financial instrument - Schedule of liabilities for puttable financial instrument (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Liabilities for puttable financial instrument [Abstract] | |
Beginning balance | $ 0 |
Issuance of puttable financial instrument | 17,138,905 |
Ending balance | $ 17,138,905 |
Capital and reserves - Issued s
Capital and reserves - Issued share capital (Details) | 12 Months Ended | ||||
May 18, 2022 shares | Nov. 11, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) Vote $ / shares 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 | ||||
Reclassification to preference shares liabilities | 550,248,881 | $ (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 | $ 13,698 | $ 1,493 | |||
Number of votes per ordinary share | Vote | 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 | ||||
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 | |||
Shares issued upon conversion of exchange loan notes | $ 1 | $ 39 | |||
Shares issued upon conversion of exchange loan notes (in shares) | shares | 1 | 388,216 | |||
Balance at the end | $ 1 | $ 1,493 | |||
Balance at the end (in shares) | shares | 1 | 14,932,033 | |||
Ordinary shares [member] | PHCL [Member] | Previously Reported [Member] | |||||
Disclosure of classes of share capital [line items] | |||||
Balance at the beginning | $ 15,349,833 | ||||
Balance at the end | |||||
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 | PHCL [Member] | |||||
Disclosure of classes of share capital [line items] | |||||
Balance at the beginning | $ 2,296,598 | ||||
Balance at the beginning (in shares) | shares | 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 | |||||
Balance at the end (in shares) | shares | |||||
Series B preference shares | PHCL [Member] | |||||
Disclosure of classes of share capital [line items] | |||||
Balance at the beginning | $ 5,554,173 | ||||
Balance at the beginning (in shares) | shares | 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 | |||||
Balance at the end (in shares) | shares | |||||
Series C preference shares | PHCL [Member] | |||||
Disclosure of classes of share capital [line items] | |||||
Balance at the beginning | $ 30,040,000 | ||||
Balance at the beginning (in shares) | shares | 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 | |||||
Balance at the end (in shares) | shares | |||||
Oxsed Limited [member] | Ordinary shares [member] | |||||
Disclosure of classes of share capital [line items] | |||||
Shares issued upon conversion of exchange loan notes | $ 1,778,029 | ||||
Shares issued upon conversion of exchange loan notes (in shares) | shares | 388,216 |
Capital and reserves -Authorize
Capital and reserves -Authorized and issued share capital (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) shares Vote $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | |
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 | ||
Share issued for vesting of restricted share units | 116,864 | 4,517 | $ 48,622 |
Share issued for the ACT Acquisition | 39,783,820 | ||
Balance at the end | $ 13,698 | $ 1,493 | |
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 | ||
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 | ||
Share issued for vesting of restricted share units (in shares) | shares | 7,852,791 | ||
Share issued for vesting of restricted share units | $ 785 | ||
Share issued upon conversion of exchange loan notes (in shares) | shares | 789,282 | ||
Share issued upon conversion of exchange loan notes | $ 79 | ||
Share issued for the ACT Acquisition (in shares) | shares | 17,361,258 | ||
Share issued for the ACT Acquisition | $ 1,736 | ||
Balance at the end (in shares) | shares | 127,269,246 | 0 | |
Balance at the end | $ 12,727 | $ 0 | |
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 | 0 | |
Balance at the end | $ 971 | $ 0 | |
Par value per share | $ / shares | $ 0.0001 | ||
Number of votes per share | Vote | 20 |
Capital and reserves - Other re
Capital and reserves - Other reserve (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 GBP (£) shares | |
Increase (decrease) through acquisition of subsidiary, equity | $ 39,783,820 | |
Miscellaneous other reserves [member] | ||
Increase (decrease) through acquisition of subsidiary, equity | 5,061,304 | |
Miscellaneous other reserves [member] | Oxsed Limited [member] | ||
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 |
Miscellaneous other reserves [member] | ACT Genomics Holdings Company Limited [Member] | ||
Increase (decrease) through acquisition of subsidiary, equity | $ 5,061,304 | |
Treasury shares [member] | ||
Purchase of treasury shares | $ 661,519 | |
Number of shares outstanding | shares | 310,825 | 310,825 |
Equity settled share-based tr_3
Equity settled share-based transactions - Granted under the Option Schemes (Details) - Share options | 12 Months Ended |
Dec. 31, 2022 yr $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Options exercisable period | yr | 7 |
First anniversary | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Exercise price, share options granted | $ / shares | $ 0.01 |
Vesting percentage | 33.33% |
Twenty three months | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Monthly vesting percentage | 2.77% |
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 - Number and Weighted Average Exercise Prices of Share Options (Details) - Share options | 12 Months Ended |
Dec. 31, 2021 Options $ / shares shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Outstanding at the beginning of year (in dollars per share) | $ / shares | $ 0.01 |
Forfeited (in dollars per share) | $ / shares | 0.01 |
Rolled up to the Restricted Share Scheme (in dollars per share) | $ / shares | $ 0.01 |
Rolled up to the Restricted Share Scheme | shares | (10,751,220) |
Outstanding at the beginning of year (in shares) | Options | 10,757,396 |
Forfeited (in shares) | Options | (6,176) |
Outstanding at the end of year (in shares) | Options | 0 |
Equity settled share-based tr_5
Equity settled share-based transactions - Fair value of share options and assumptions (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Equity-settled share-based payment expenses | $ 532,752 |
Equity settled share-based tr_6
Equity settled share-based transactions - Restricted Share Scheme (Details) | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) item $ / shares | Jun. 30, 2022 USD ($) item $ / shares | May 18, 2022 USD ($) item $ / shares | Aug. 01, 2017 item $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Number of restricted shares granted | 3,537,409 | |||||
Equity-settled share-based payment expenses | $ 532,752 | |||||
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 | $ 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 | |||||
Restricted Share Units | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Number of restricted shares granted | 3,996,997 | |||||
PHCL 2022 Plan [Member] | Restricted shares | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Equity-settled share-based payment expenses | $ 7,732,961 | |||||
PHCL 2022 Plan [Member] | Restricted Share Units | Third parties | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Number of restricted shares granted | item | 2,446,557 | |||||
PHCL 2022 Plan [Member] | Restricted Share Units | Directors | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Number of restricted shares granted | item | 946,330 | |||||
PHCL 2022 Plan [Member] | Restricted Share Units | Employees | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Number of restricted shares granted | item | 144,522 | |||||
Ifrs Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2 | $ 4.04 | $ 7.64 | |||
Weighted average fair value of other equity instruments granted in share-based payment arrangement, Value | $ 1,892,660 | $ 9,884,090 | $ 1,104,148 | |||
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% | |||||
First anniversary | 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% | |||||
Third anniversary | Restricted shares | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Monthly vesting percentage | 2.96% |
Equity settled share-based tr_7
Equity settled share-based transactions - Movement of restricted shares (Details) | 12 Months Ended | |
Dec. 31, 2022 item | Dec. 31, 2021 item | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Outstanding at the beginning of the year (in shares) | 0 | |
Vested and not subject to claw-back during the year | 1,102,111 | |
Outstanding at the end of the year (in shares) | 2,360,267 | 0 |
Restricted shares | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Outstanding at the beginning of the year (in shares) | 0 | 451,682 |
Vested and not subject to claw-back during the year | (451,682) | |
Outstanding at the end of the year (in shares) | 0 |
Equity settled share-based tr_8
Equity settled share-based transactions - RSUs outstanding (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Restricted share units outstanding | 2,360,267 | 0 |
Restricted Share Units | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Restricted share units outstanding | 1,690,766 | 14,748,217 |
Restricted Share Units | Directors | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Restricted share units outstanding | 1,636,011 | 11,900,009 |
Restricted Share Units | Employees | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Restricted share units outstanding | 43,045 | 2,033,151 |
Restricted Share Units | Third parties | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Restricted share units outstanding | 11,710 | 815,057 |
Equity settled share-based tr_9
Equity settled share-based transactions - Fair value of RSUs and key assumptions (Details) - Restricted Share Units | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Fair value of share options and key assumptions | |
Exercise price | $ 0.01 |
Expected option life | 1 year |
Expected dividends | 0% |
Likelihood of achieving a redemption event | 5 |
Likelihood of achieving a liquidity event | 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_10
Equity settled share-based transactions - RSUs activity (Details) | 12 Months Ended | |
Dec. 31, 2022 $ / shares | 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 shares) | 0 | |
Granted (in shares) | 3,537,409 | |
Exercised (in shares) | (1,102,111) | |
Cancelled (in shares) | (75,031) | |
Exercisable (in share) | 16,775 | |
Outstanding at the end of the year (in shares) | 2,360,267 | 0 |
Restricted Share Units | ||
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 | $ 0.01 |
Rolled up from options (in dollars per share) | 0.01 | |
Granted (in dollars per share) | 0.01 | |
Exercised (in dollars per share) | 0.01 | |
Forfeited (in dollars per share) | 0.01 | |
Cancelled (in dollars per share) | 0.01 | |
Exercisable (in dollars per share) | 0.01 | 0.01 |
Outstanding at the end of the year (in dollars per share) | $ 0.01 | $ 0.01 |
Outstanding at the beginning of the year (in shares) | 14,748,217 | |
Rolled up from options (in shares) | shares | 10,751,220 | |
Granted (in shares) | 3,996,997 | |
Exercised (in shares) | (12,821,445) | |
Forfeited (in shares) | (168,894) | |
Cancelled (in shares) | (67,112) | |
Exercisable (in share) | 14,571 | |
Outstanding at the end of the year (in shares) | 1,690,766 | 14,748,217 |
Restricted Share Units | PRE Prenetics2022 Plan [Member] | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Outstanding at the beginning of the year (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 0.01 | |
Exercised (in dollars per share) | 0.01 | |
Cancelled (in dollars per share) | 0.01 | |
Exercisable (in dollars per share) | 0.01 | |
Outstanding at the end of the year (in dollars per share) | $ 0.01 | $ 0 |
Equity settled share-based t_11
Equity settled share-based transactions - 2021 Share Incentive Plan (Details) | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jun. 16, 2021 | Dec. 31, 2021 $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of restricted shares granted | 3,537,409 | ||||||
Equity-settled share-based payment expenses | $ | $ 532,752 | ||||||
2021 Share Incentive Plan | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Equity-settled share-based payment expenses | $ | $ 23,847,422 | $ 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 | $ 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 | 3,933,063 | 63,934 | |||||
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 | ||||||
Weighted average remaining contractual life | 3 years |
Financial instruments-Fair va_2
Financial instruments-Fair values and risk management - Schedule of Carrying Amounts and Fair Values of Financial Assets and Financial Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Financial asset measured at fair value | ||
Financial assets at FVPL | $ 17,537,608 | $ 9,906,000 |
Financial assets at amortized cost | 196,533,684 | 90,850,854 |
Financial liabilities measured at fair value | ||
Financial liabilities at fair value through profit or loss | 3,574,885 | 486,404,770 |
Financial liabilities at amortized cost | 40,098,772 | 46,260,024 |
Preference shares liabilities [member] | ||
Financial liabilities measured at fair value | ||
Financial liabilities at fair value through profit or loss | 0 | 486,404,770 |
Warrant liabilities [member] | ||
Financial liabilities measured at fair value | ||
Financial liabilities at fair value through profit or loss | 3,574,885 | 0 |
Liabilities for puttable financial instrument [member] | ||
Financial liabilities measured at fair value | ||
Financial liabilities at amortized cost | 17,138,905 | 0 |
Trade payables [member] | ||
Financial liabilities measured at fair value | ||
Financial liabilities at amortized cost | 7,291,133 | 9,979,726 |
Accrued expenses and other liabilities [member] | ||
Financial liabilities measured at fair value | ||
Financial liabilities at amortized cost | 15,668,734 | 36,280,298 |
Trade receivables [member] | ||
Financial asset measured at fair value | ||
Financial assets at amortized cost | 41,691,913 | 47,041,538 |
Deposits and other receivables [member] | ||
Financial asset measured at fair value | ||
Financial assets at amortized cost | 8,181,576 | 8,511,304 |
Amounts due from related companies [member] | ||
Financial asset measured at fair value | ||
Financial assets at amortized cost | 0 | 9,060 |
Cash and cash equivalents [member] | ||
Financial asset measured at fair value | ||
Financial assets at amortized cost | $ 146,660,195 | $ 35,288,952 |
Financial instruments-Fair va_3
Financial instruments-Fair values and risk management- Group's profit after tax (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of detailed information about financial instruments [line items] | ||
Financial liabilities | $ 50,319,820 | $ 112,900,387 |
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 | 17,537,608 | 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 | 17,537,608 | 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 | |
Warrant liabilities [member] | Financial liabilities at fair value, class [member] | ||
Disclosure of detailed information about financial instruments [line items] | ||
Financial liabilities | 3,574,885 | |
Warrant liabilities [member] | Level 1 of fair value hierarchy [member] | Financial liabilities at fair value, class [member] | ||
Disclosure of detailed information about financial instruments [line items] | ||
Financial liabilities | $ 3,574,885 |
Financial instruments-Fair va_4
Financial instruments-Fair values and risk management - Additional information (Details) | Dec. 31, 2022 |
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 |
Financial instruments-Fair va_5
Financial instruments-Fair values and risk management - Changes in measurement inputs used (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
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% |
Increase/(decrease) on the Group's loss, decrease in unobservable input | $ (48,370,219) |
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) |
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% |
Increase/(decrease) on the Group's loss, increase in unobservable input | $ 84,785 |
Financial instruments-Fair va_6
Financial instruments-Fair values and risk management - Credit risk (Details) - customer | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of major customers [line items] | ||
Percentage of total trade receivables | 56% | 46% |
Overall expected loss rate | 0.13% | 0.80% |
Largest customer | ||
Disclosure of major customers [line items] | ||
Percentage of total trade receivables | 73% | 69% |
Five largest customers | ||
Disclosure of major customers [line items] | ||
Number of largest customers | 5 |
Financial instruments-Fair va_7
Financial instruments-Fair values and risk management - Movement in the loss allowance account (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 | $ 518,968 | $ 411,059 |
Net remeasurement of loss allowance | (136,493) | 110,114 |
Amounts written off | (33,808) | 0 |
Exchange differences | (20,118) | (2,205) |
Allowance account for credit losses of financial assets at end of period | $ 328,549 | $ 518,968 |
Financial instruments-Fair va_8
Financial instruments-Fair values and risk management - Remaining contractual maturities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Contractual undiscounted cash outflow | ||
Trade payables | $ 7,291,133 | $ 9,979,726 |
Accrued expenses and other current liabilities | 15,668,734 | 36,280,298 |
Lease liabilities | 7,308,540 | 5,981,170 |
Warrant liabilities | 3,574,885 | |
Liabilities for puttable financial instrument | 17,138,905 | |
Preference share liabilities - redemption amount | 123,556,616 | |
Total liabilities | 50,982,197 | 175,797,810 |
Carrying amount | ||
Trade payables | 7,291,133 | 9,979,726 |
Accrued expenses and other current liabilities | 15,668,734 | 36,280,298 |
Lease liabilities | 6,646,163 | 5,267,210 |
Warrant liability | 3,574,885 | |
Preference share liabilities - redemption amount | 61,373,153 | |
Current Liabilities For Puttable Financial Instrument | 17,138,905 | 0 |
Total liabilities | 50,319,820 | 112,900,387 |
Not later than one year [member] | ||
Contractual undiscounted cash outflow | ||
Trade payables | 7,291,133 | 9,979,726 |
Accrued expenses and other current liabilities | 15,611,421 | 36,280,298 |
Lease liabilities | 3,022,367 | 1,921,466 |
Warrant liabilities | 3,574,885 | |
Liabilities for puttable financial instrument | 17,138,905 | |
Total liabilities | 46,638,711 | 48,181,490 |
Later than one year and not later than two years [member] | ||
Contractual undiscounted cash outflow | ||
Accrued expenses and other current liabilities | 57,313 | |
Lease liabilities | 1,678,615 | 1,743,456 |
Total liabilities | 1,735,928 | 1,743,456 |
Later than two years and not later than five years [member] | ||
Contractual undiscounted cash outflow | ||
Lease liabilities | 2,607,558 | 2,316,248 |
Preference share liabilities - redemption amount | 123,556,616 | |
Total liabilities | $ 2,607,558 | $ 125,872,864 |
Financial instruments-Fair va_9
Financial instruments-Fair values and risk management - Group's exposure at the end of the reporting period to currency risk (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
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 | $ 63,061 | $ 67,269 |
Effect on profit after tax and retained profits, decrease in foreign exchange rates | $ (63,061) | $ (67,269) |
China, Yuan Renminbi | ||
Disclosure of detailed information about financial instruments [line items] | ||
Increase in foreign exchange rates | 5% | 1% |
(Decrease) in foreign exchange rates | (5.00%) | (1.00%) |
Effect on profit after tax and retained profits, increase in foreign exchange rates | $ 48,298 | $ 13,468 |
Effect on profit after tax and retained profits, decrease in foreign exchange rates | (48,298) | (13,468) |
Currency risk [member] | United States of America, Dollars | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 7,551,223 | (8,027,547) |
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 | 79,220 | 373,889 |
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 | 2,972,471 | 3,899,656 |
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 | 12,225,385 | 1,231,648 |
Currency risk [member] | United States of America, Dollars | Trade payables | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | (3,984,494) | (2,112,494) |
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 | (3,741,359) | (11,420,246) |
Currency risk [member] | China, Yuan Renminbi | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | (1,156,840) | (1,612,926) |
Currency risk [member] | China, Yuan Renminbi | Deposits And Prepayments | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | 872,455 | 4,500,406 |
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 | 14 |
Currency risk [member] | China, Yuan Renminbi | Trade payables | ||
Disclosure of detailed information about financial instruments [line items] | ||
Net exposure to currency risk | $ (2,029,309) | (6,113,239) |
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) |
List of principal subsidiarie_2
List of principal subsidiaries - Disclosure of the principal subsidiaries of the Company (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 TWD ($) | |
Disclosure of subsidiaries [line items] | |||||
Issued capital | $ 13,698 | $ 1,493 | |||
Prenetics Limited [member] | |||||
Disclosure of subsidiaries [line items] | |||||
Name of subsidiaries | Prenetics Limited | ||||
Place of incorporation/ operation | Hong Kong | ||||
Issued capital | $ 415,276,716 | ||||
Proportion of ownership interest in subsidiary | 0% | 0% | |||
Proportion of voting rights held in subsidiary | 100% | 100% | |||
Description of nature of entity's operations and principal activities | Genetic and diagnostic health testing | ||||
Prenetics EMEA Limited [member] | |||||
Disclosure of subsidiaries [line items] | |||||
Name of subsidiaries | Prenetics EMEA Limited | ||||
Place of incorporation/ operation | United Kingdom | ||||
Issued capital | £ | £ 76,765.81 | ||||
Proportion of ownership interest in subsidiary | 0% | 0% | |||
Proportion of voting rights held in subsidiary | 100% | 100% | |||
Description of nature of entity's operations and principal activities | Genetic and diagnostic health testing | ||||
ACT Genomics Holdings Company Limited [member] | |||||
Disclosure of subsidiaries [line items] | |||||
Name of subsidiaries | ACT Genomics Holdings Company Limited (note 33) | ||||
Place of incorporation/ operation | Cayman Islands | ||||
Issued capital | $ 16,713 | ||||
Proportion of ownership interest in subsidiary | 74.39% | 0% | |||
Proportion of voting rights held in subsidiary | 0% | 0% | |||
Description of nature of entity's operations and principal activities | Precise cancer genetic testing services | ||||
ACT Genomics Co., Ltd. [Member] | |||||
Disclosure of subsidiaries [line items] | |||||
Name of subsidiaries | ACT Genomics Co., Ltd. | ||||
Place of incorporation/ operation | Taiwan | ||||
Issued capital | $ 455,080,000 | ||||
Proportion of ownership interest in subsidiary | 0% | 0% | |||
Proportion of voting rights held in subsidiary | 74.33% | 0% | |||
Description of nature of entity's operations and principal activities | Precise cancer genetic testing - services | ||||
ACT Genomics Hong Kong Limited [Member] | |||||
Disclosure of subsidiaries [line items] | |||||
Name of subsidiaries | ACT Genomics (Hong Kong) Limited | ||||
Place of incorporation/ operation | Hong Kong | ||||
Issued capital | 775,000 | ||||
Proportion of ownership interest in subsidiary | 0% | 0% | |||
Proportion of voting rights held in subsidiary | 74.39% | 0% | |||
Description of nature of entity's operations and principal activities | Precise cancer genetic testing - services | ||||
Sanomics Limited [Member] | |||||
Disclosure of subsidiaries [line items] | |||||
Name of subsidiaries | Sanomics Limited | ||||
Place of incorporation/ operation | Hong Kong | ||||
Issued capital | $ 500,000 | ||||
Proportion of ownership interest in subsidiary | 0% | 0% | |||
Proportion of voting rights held in subsidiary | 74.39% | 0% | |||
Description of nature of entity's operations and principal activities | Precise cancer genetic testing - services | ||||
MC Diagnostics Limited [Member] | |||||
Disclosure of subsidiaries [line items] | |||||
Name of subsidiaries | MC Diagnostics Limited | ||||
Place of incorporation/ operation | United Kingdom | ||||
Issued capital | £ | £ 1,164 | ||||
Proportion of ownership interest in subsidiary | 0% | 0% | |||
Proportion of voting rights held in subsidiary | 74.39% | 0% | |||
Description of nature of entity's operations and principal activities | Sales of medical diagnostics products |
Acquisition of ACT Group - Summ
Acquisition of ACT Group - Summary of Acquisition Date Fair Value of Each Major Class of Consideration Transferred (Details) | Dec. 31, 2022 USD ($) |
Disclosure of detailed information about business combination [abstract] | |
Cash | $ 9,041,776 |
Deferred consideration | 958,224 |
Equity instruments | 39,783,820 |
Total consideration | 49,783,820 |
Net cash outflow arising on acquisition: | |
Cash consideration | 9,041,776 |
Less: cash and cash equivalent balances acquired | 5,623,061 |
Total net cash outflow arising on acquisition | $ 3,418,715 |
Acquisition of ACT Group - Su_2
Acquisition of ACT Group - Summary of Acquisition Date Fair Value of Each Major Class of Consideration Transferred (Parenthetical) (Details) | Dec. 31, 2022 shares |
ACT Genomics Holdings Company Limited [Member] | |
Disclosure of detailed information about business combination [line items] | |
Ordinary shares issued or issuable | (19,891,910) |
Acquisition of ACT Group - Addi
Acquisition of ACT Group - Additional Information (Details) - USD ($) | 12 Months Ended | |
Jan. 01, 2022 | Dec. 31, 2022 | |
Disclosure of detailed information about business combination [line items] | ||
Revenue of combined equity | $ 15,083,979 | |
Profit (loss) of combined equity | $ 64,938,749 | |
ACT Genomics Holdings Company Limited [Member] | ||
Disclosure of detailed information about business combination [line items] | ||
Share price | $ 2 | |
Acquisition related costs | $ 1,191,858 |
Acquisition of ACT Group - Su_3
Acquisition of ACT Group - Summary of Recognized Amounts of Assets Acquired and Liabilities Assumed at the Date of Acquisition (Details) | Dec. 31, 2022 USD ($) |
Disclosure of detailed information about business combination [abstract] | |
Property, plant and equipment | $ 5,649,182 |
Intangible assets | 13,826,389 |
Interests in associates | 788,472 |
Deferred tax assets | 235,879 |
Inventories | 1,294,959 |
Trade receivables | 2,594,976 |
Deposits, prepayments and other receivables | 2,013,985 |
Cash and cash equivalents | 5,623,061 |
Trade payables | (857,537) |
Accrued expenses and other current liabilities | (2,763,480) |
Contract liabilities | (416,307) |
Lease liabilities | (2,379,687) |
Tax liabilities | (5,713) |
Deferred tax liabilities | (2,913,666) |
Other non-current liabilities | (223,207) |
Total identifiable net assets acquired | $ 22,467,306 |
Acquisition of ACT Group - Disc
Acquisition of ACT Group - Disclosure of Reconciliation of Changes in Goodwill (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of reconciliation of changes in goodwill [line items] | |||
Consideration transferred | $ 49,783,820 | ||
Fair value of identifiable net assets | 22,467,306 | ||
Goodwill | 33,800,276 | $ 3,978,065 | $ 3,993,007 |
ACT Genomics Holdings Company Limited [Member] | |||
Disclosure of reconciliation of changes in goodwill [line items] | |||
Consideration transferred | 49,783,820 | ||
Non-controlling interests, based on their proportionate interest in the recognized amounts of the assets and liabilities of ACT Genomics | 6,483,762 | ||
Fair value of identifiable net assets | (22,467,306) | ||
Goodwill | $ 33,800,276 |
Related parties - Transactions
Related parties - Transactions with key management personnel (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related party transactions | |||
Sales to a shareholder | $ 0 | $ 0 | $ 16,950 |
Purchase from a joint venture | 0 | 53,981 | 21,119 |
Services provided by a company with control from a director of the Company | 30,630 | 90,353 | 0 |
Legal and professional fee paid on behalf of related companies | $ 0 | $ 9,060 | $ 0 |
Related parties - Transaction_2
Related parties - Transactions with other related parties (Details) | 12 Months Ended | ||||
Jul. 01, 2021 USD ($) | Jul. 01, 2021 ZAR (R) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disclosure of transactions between related parties [line items] | |||||
Cash consideration | $ 3,418,715 | $ 2,929,533 | |||
Gain on bargain purchase | $ 117,238 | ||||
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 |
Related parties - Summary of ke
Related parties - Summary of key management personnel compensation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of Information About Key Management Personnel [Abstract] | |||
Directors' fees | $ 261,110 | $ 0 | $ 0 |
Salaries, wages and other benefits | 24,549,012 | 2,281,701 | 2,206,494 |
Contributions to defined contribution retirement plan | 17,538 | 15,643 | 4,615 |
Equity-settled share-based payment expenses (note) | 30,284,686 | 21,500,167 | 913,111 |
Total | $ 55,112,346 | $ 23,797,511 | $ 3,124,220 |
Significant accounting polici_4
Significant accounting policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | |||
Revenue from contract with customers | $ (5,904,877) | $ (3,204,988) | |
Revenue from service [member] | |||
Significant Accounting Policies [Line Items] | |||
Revenue from contract with customers | $ 0 | $ 0 | $ 0 |
Significant accounting polici_5
Significant accounting policies Property - plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Fixtures and fittings [member] | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Fixtures and fittings [member] | Top of range [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] | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Motor vehicles [member] | Top of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 5 years |
Manufacturing equipment | Bottom of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Manufacturing equipment | Top of range [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 5 years |
Significant accounting polici_6
Significant accounting policies - Intangible assets (other than goodwill) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
Computer software [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful lives | 3 years |
Customer relationship [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful lives | 10 years |
Significant accounting polici_7
Significant accounting policies - Additional Information (other than goodwill) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IFRS Statement [Line Items] | |||
Consideration refundable period from the date of delivery, services upfront | 30 days | ||
Revenue recognition, expected service period | 5 years | ||
Threshold period for registering purchase for warranty Circle HealthPod | 30 days | ||
Breakage revenue from unreturned kits | $ 230,107 | $ 347,894 | $ 3,325,906 |
Bottom of range [member] | |||
IFRS Statement [Line Items] | |||
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, services upfront | 30 days | ||
Sample return period | 6 months |