PW MEDTECH GROUP LIMITED 普華和順集團公司 PW MEDTECH GROUP LIMITED PW MEDTECH GROUP LIMITED 普華和順集團公司 普華和順集團公司 (Incorporated in the Cayman Islands with limited liability) (Incorporated in the Cayman Islands with limited liability) Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong Annual Report 2014 Annual Report 2014 (Stock Code: 01358.HK) A True Pioneer in the Chinese Medical Device Industry We are a leading medical device company with focus on fast-growing and high-margin segments of China’s medical device industry. We have leading market positions in our current business segments of regenerative medical biomaterials, advanced infusion sets and orthopedic implants, with strong research and development capabilities and well established distribution network. Contents 03 13 Milestones Management Discussion and Analysis 02 06 Corporate Chairman’s Statement Profile 04 23 Financial Highlights Corporate Governance Report 08 Corporate Information 05 35 Financial Summary Directors’ Report 09 Profile of Directors and Senior Management 47 Independent Auditor’s Report 49 Consolidated Balance Sheet 51 Balance Sheet 53 Consolidated Income Statement 54 Consolidated Statement of Comprehensive Income 55 Consolidated Statement of Changes in Equity 57 Consolidated Statement of Cash Flows 58 Notes to the Consolidated Financial Statements 135 Definitions CORPORATE Profile PW Medtech is a leading medical device company with focus on fast-growing and high-margin segments of China’s medical device industry. The Group has leading market positions in its current business segments of regenerative medical biomaterials, advanced infusion sets and orthopedic implants, with strong R&D capabilities and well established distribution network. The Shares of the Company were successfully listed on the Main Board of the Stock Exchange on November 8, 2013, which enables PW Medtech’s access to international capital market and creates a platform for rapid development. The Group is a leading company in the regenerative medical biomaterial segment, with its key products currently widely used in neurosurgery areas in China. The Group currently has the largest market share of artificial dura mater in China, a product widely used in craniotomy operations. The Group has been expanding into new medical applications of regenerative biomaterial products in other areas with R&D investments, technology advancement and continuous expansion of the well established leading distribution network in China for neurosurgical medical devices. Currently as China’s second largest advanced infusion sets manufacturer and the largest in Beijing region in terms of revenue, the Group produces advanced infusion sets including precision filter infusion sets, light resistant infusion sets and non-PVC-based infusion sets. The Group is one of the first manufacturers which obtained the approval of the CFDA to manufacture precision filter infusion sets, and one of the first three manufacturers approved by the CFDA for producing non-PVC-based infusion sets. The Group also holds patented double-layer tubing design for non-PVC-based infusion sets. The Group is one of the top domestic companies in China manufacturing orthopedic implants in terms of market shares, and is one of the only two major domestic companies with a full product portfolio including trauma, spine, as well as hip and knee implants. 02 PW MEDTECH GROUP LIMITED MILESTONES Annual Report 2014 03 FINANCIAL Highlights • Revenue for the year ended December 31, 2014 amounted to approximately RMB608.1 million, representing an increase of 33.0% from approximately RMB457.1 million recorded in 2013. • Gross profit for the year ended December 31, 2014 amounted to approximately RMB442.9 million, representing an increase of 42.7% from approximately RMB310.4 million recorded in 2013. • Profit attributable to owners of the Company for the year ended December 31, 2014 amounted to approximately RMB176.6 million, representing an increase of 126.7% from approximately RMB77.9 million recorded in 2013. • Unaudited adjusted net profit in 2014, which was derived by excluding non-operational and one-off items comprising the merger and acquisition costs and the share-based compensation expenses (2013: one-off items comprising the listing-related expenses and the share-based compensation expenses) together with their income tax effects, was approximately RMB204.7 million, representing an increase by 45.5% over approximately RMB140.7 million in 2013. • Basic earnings per Share and diluted earnings per Share in 2014 were RMB10.57 cents (2013: RMB6.24 cents) and RMB10.30 cents (2013: RMB6.11 cents), respectively, representing an increase of 69.4% and 68.6% from 2013, respectively. 04 PW MEDTECH GROUP LIMITED FINANCIAL Summary For the Year ended December 31, 2010 2011 2012 2013 2014 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue 60,816 175,267 331,541 457,083 608,059 Gross Profit 44,187 109,117 218,847 310,427 442,889 Profit before income tax 17,268 57,328 119,721 113,863 211,322 Income tax expense (2,936) (7,982) (19,538) (22,860) (34,692) Profit for the year 14,332 49,346 100,183 91,003 176,630 Profit attributable to: Owners of the Company 7,117 22,103 44,668 77,905 176,630 Non-controlling interests 7,215 27,243 55,515 13,098 — Unaudited adjusted net profit (Note) 14,332 49,346 100,183 140,686 204,678 As at December 31 2010 2011 2012 2013 2014 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Total Assets 166,967 542,160 921,313 2,129,161 2,382,537 Total Liabilities 38,441 288,912 396,612 230,465 271,211 Equity attributable to the owners of the Company 51,837 91,722 349,537 1,898,696 2,110,159 Note: To supplement our consolidated financial statements which are presented in accordance with HKFRS, we also use unaudited adjusted net profit as an additional financial measure to evaluate our financial performance by eliminating the impact of items that we do not consider indicative of the performance of our business. Our unaudited adjusted net profit was derived from our profit for the year excluding share-based compensation expenses, listing-related expenses and costs for merger and acquisition. Annual Report 2014 05 CHAIRMAN’S Statement It is a great honor for me, on behalf The Group holds a leading position in its product lines and sales network of the Board of PW Medtech, to all of its main business lines, namely through strategic acquisitions and present the annual report of the the Regenerative Medical Biomaterial efficient integrations. As for Group for the financial year ended Business, Infusion Set Business and Regenerative Medical Biomaterial December 31, 2014. Orthopedic Implant Business. Business, the Group has been working with large scale Class III 2014 was an important year for the As a result of sustained growth of all hospitals to upgrade its current growth and development of the the three business segments in 2014, products to develop a series of Group. Despite the market volatility together with the completion of the regenerative medical biomaterial and uncertainty in the macro- acquisition of Regenerative Medical products with new applications, economic environment in China, with Biomaterial Business in August 2014, functions and features in order to the modest recovery of the global the Group has achieved significant diversify product portfolio. The economy and the growth of the growth over the past year. product registration of a brand new China’s domestic consumption product, namely anti-adhesion power, China’s economy has In 2014, the Group’s revenue, profit membrane for tendon and ligament, maintained steady growth. In before tax and profit attributable to has been obtained, and the product is addition, with the ongoing the owners of the Company were expected to be launched in the first urbanization trend, the increasing RMB608.1 million, RMB211.3 million half of 2015. Meanwhile, the Group government funding to public health and RMB176.6 million, respectively continues to develop the other two sector, the growing aging population representing an increase of 33.0%, main pipeline products, namely the and the stronger demand for quality 85.5% and 126.7% over 2013, oral cavity membrane and second medical services, valuable respectively. After excluding non- generation of artificial dura mater, of opportunities have been presented to operational and one-off items which the clinical trials will be the medical device industry in China. comprising (i) listing and merger and started in 2015. acquisition costs of RMB3.9 million As a leader in the medical device (2013: RMB33.0 million), and (ii) As a pioneer in the advanced infusion industry of China, the Group is share-based compensation expenses set segment, the Group benefited leveraging on its distinctive strengths of RMB24.1 million (2013: RMB19.9 from the trend of replacing to seize the opportunities. Further to million) and their respective tax conventional PVC infusion sets with achieving continuous growth in its impact, the unaudited adjusted net advanced ones due to the Infusion Set Business and Orthopedic profit increased by 45.5% to increasingly widespread education Implant Business, the Group has RMB204.7 million in 2014, from on the safety of infusion sets. By successfully expanded into the area RMB140.7 million in 2013. In 2014, developing a wide range of advanced of Regenerative Medical Biomaterial the Group recorded a gross profit of infusion products with safer material Business segment, an area which RMB442.9 million, representing an and better functions, the advanced has massive growth potential and increase of 42.7% over 2013. The infusion set products continue to prospects in China’s medical device newly acquired Regenerative Medical contribute to the Group’s overall industry and creates new growth Biomaterial Business had a higher profit. In 2014, the Group has drivers for the Group. gross profit margin than the other successfully introduced to the business segments, and the overall market a variety of new types of non- gross profit margin of the Group PVC based infusion sets with BUSINESS REVIEW increased to 72.8% in 2014 (2013: additional function of light- 67.9%).