--- page 1 ---
QingSong Health Corporation
Ⴠᕦ਄ੰණྠ
Stock code: 2661
(Incorporated in the Cayman Islands with limited liability)
QingSong Health Corporation
਄ੰණྠ
QingSong Health Corporation
਄ੰණྠ
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunner and Joint Lead Manager


--- page 2 ---
IMPORTANT
IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
QingSong Health Corporation
๶
(Incorporated in the Cayman Islands with limited liability)
Global Offering
Total number of Offer Shares under the Global Offering : 26,540,000 Shares (subject to the Over-allotment
Option)
Number of Hong Kong Offer Shares : 2,654,000 Shares (subject to reallocation)
Number of International Offer Shares : 23,886,000 Shares (subject to reallocation and the
Over-allotment Option)
Offer Price : HK$22.68 per Share, plus brokerage of 1.0%, SFC
transaction levy of 0.0027%, the Stock Exchange
trading fee of 0.00565% and AFRC transaction levy
of 0.00015% (payable in full on application in
Hong Kong dollars and subject to refund)
Nominal value : US$0.0001 per Share
Stock code : 2661
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunner and Joint Lead Manager
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility
for the contents of this prospectus, make no representation as to its accur acy or completeness and expressly disclaim any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Documents Delivered to the Registrar of Companies in Hong Kong and Avai lable
on Display” in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the
Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any of the other documents referred to above.
The Offer Price will be HK$22.68 per Offer Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on applicati on, the
Offer Price of HK$22.68 for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of
0.00565% and AFRC transaction levy of 0.00015%.
The Overall Coordinators (for themselves and on behalf of the Underwrit ers) may, with the consent of our Company, reduce the number of Offer Shares
and/or the Offer Price below that stated in this prospectus at any time on or prior to the morning of the last date for lodging applications under the Hong
Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the Offer Price will be published on the
websites of the Stock Exchange at www.hkexnews.hk and our Company at https://www.qingsonghealth.com/ as soon as practicable but in any event not
later than the morning of the day which is the latest day for lodging applicat ions under the Hong Kong Public Offering. For further information, see the
sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus.
Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, and in par ticular, the risk
factors set out in the section headed “Risk Factors.”
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscrip tion
for, the Hong Kong Offer Shares, are subject to termination by the Overall Coordinators for themselves and on behalf of the Hong Kong Underwriters if ce rtain
grounds arise prior to 8:00 a.m. on the Listing Date. Further details of such grounds are set out in the section headed “Underwriting—Underwriting Arr angements
and Expenses—Hong Kong Public Offering—Grounds for Termination.” It is important that you refer to that section for further details.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be
offered, sold, pledged or transferred within the United States, except pursuant to an available exemption from, or in a transaction not subject to, th e
registration requirements of the U.S. Securities Act and in accordance with any applicable state securities laws in the United States. The Offer Shar es
may only be offered and sold outside the United States in offshore transactions in reliance on Regulation S. No public offering of the Offer Shares will be
made in the United States.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this
document to the public in relation to the Hong Kong Public Offering. This document is available at the website of the Hong Kong Stock
Exchange at www.hkexnews.hk and our website at https://www.qingsong health.com/. If you require a printed copy of this document, you
may download and print from the website addresses above.
December 15, 2025


--- page 3 ---
IMPORTANT
IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide
printed copies of this document to the public in relation to the Hong Kong Public Offering.
This document is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the
“HKEXnews > New Listings > New Listing Information ” section, and our website at https://www.qingsonghealth.com/. If
you require a printed copy of this document, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the White Form eIPO service at www.eipo.com.hk;o r
(2) apply electronically through the HKSCC EIPO channel by instructing your broker or custodian who is an
HKSCC Participant to submit electronic application instructions via FINI to apply for the Hong Kong Offer
Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The
contents of the electronic version of this document are identical to the printed prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that this
prospectus is available online at the website addresses above.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in this document for further details of
the procedures through which you can apply for the Hong Kong Offer Shares electronically.


--- page 4 ---
IMPORTANT
Your application through the White Form eIPO service or the HKSCC EIPO channel must be for a minimum of 200
Hong Kong Offer Shares and in one of the numbers set out in the table.
If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the
number of Hong Kong Offer Shares you have selected. You must pay the respective amount payable on application in full upon
application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your
application in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong.
You are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the
Hong Kong Offer Shares you applied for.
No. of Hong
Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of Hong
Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of Hong
Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of Hong
Kong
Offer Shares
applied for
Amount payable(2)
on application
HK$ HK$ HK$ HK$
200 4,581.75 3,000 68,726.18 40,000 916,349.11 500,000 11,454,363.90
400 9,163.48 4,000 91,634.92 50,000 1,145,436.39 550,000 12,599,800.29
600 13,745.24 5,000 114,543.64 100,000 2,290,872.78 600,000 13,745,236.68
800 18,326.99 6,000 137,452.36 150,000 3,436,309.16 700,000 16,036,109.45
1,000 22,908.72 7,000 160,361.10 200,000 4,581,745.55 800,000 18,326,982.25
1,200 27,490.47 8,000 183,269.82 250,000 5,727,181.96 900,000 20,617,855.02
1,400 32,072.22 9,000 206,178.55 300,000 6,872,618.35 1,000,000 22,908,727.80
1,600 36,653.96 10,000 229,087.27 350,000 8,018,054.74 1,100,000 25,199,600.58
1,800 41,235.71 20,000 458,174.56 400,000 9,163,491.12 1,200,000 27,490,473.35
2,000 45,817.45 30,000 687,261.83 450,000 10,308,927.51 1,327,000
(1) 30,399,881.78
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If
your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC
transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC
transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by
the Stock Exchange on behalf of the AFRC).
No application for any other number of Hong Kong Offer Shares will be considered and such an
application is liable to be rejected.


--- page 5 ---
EXPECTED TIMETABLE
If there is any change in the following expected timetable(1) of the Hong Kong Public Offering, we will issue an
announcement in Hong Kong to be published on our Company’s website at https://www.qingsonghealth.comand
the website of the Stock Exchange atwww.hkexnews.hk.
Hong Kong Public Offering commences ...................... .......... 9:00 a.m. on Monday,
December 15, 2025
Latest time for completing electronic applications under the White Form eIPO
service through the designated website at www.eipo.com.hk(2) ...............
11:30 a.m. on Thursday,
December 18, 2025
Application lists open (3) .............................................. 11:45 a.m. on Thursday,
December 18, 2025
Latest time for (a) completing payment of White Form eIPO applications by
effecting internet banking transfer(s) or PPS payment transfer(s) and (b) giving
electronic application instructions to HKSCC
(4) .........................
12:00 noon on Thursday,
December 18, 2025
If you are instructing your broker or custodian who is a HKSCC Participant will give electronic
application instructions on your behalf through HKSCC’s FINI system in accordance with your instruction, you
are advised to contact your broker or custodian for the earliest and latest time for giving such instructions, as
this may vary by broker or custodian.
Application lists close (3) ............................................. 12:00 noon on Thursday,
December 18, 2025
Announcement of the level of indications of interest in the International Offering,
the level of applications in the Hong Kong Public Offering, the basis of allocation
of the Hong Kong Offer Shares to be published on the website of the Stock
Exchange at www.hkexnews.hk and on our Company’s website at
https://www.qingsonghealth.com(5) a to rb e f o r e ..........................
11:00 p.m. on Monday,
December 22, 2025
The results of allocations in the Hong Kong Public Offering (with successful applicants’ identification
document numbers, where appropriate) to be available through a variety of channels, including:
• in the announcement to be posted on our website and the website of the Stock
Exchange at https://www.qingsonghealth.com and www.hkexnews.hk,
r e s p e c t i v e l y ....................................................
at or before 11:00 p.m. on
Monday, December 22, 2025
• from the designated results of allocations website at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment) with a “search by ID”
function from ..................................................
11:00 p.m. on
Monday, December 22, 2025
to 12:00 midnight on Sunday,
December 28, 2025
• from the allocation results telephone enquiry line by calling +852 2862 8555
between 9:00 a.m. and 6:00 p.m. on .................................
Tuesday, December 23,
2025, Wednesday,
December 24, 2025, Monday,
December 29, 2025 and
Tuesday, December 30, 2025
(except weekend and public
holiday in Hong Kong)
Share certificates in respect of wholly or partially successful applications to be
dispatched or deposited into CCASS on or before (6)(8) ...................... Monday, December 22, 2025
–i–


--- page 6 ---
EXPECTED TIMETABLE
White Form e-Refund payment instructions/refund checks in respect of
(i) wholly successful applications (if applicable) and (ii) wholly or partially
unsuccessful application under the Hong Kong Public Offering to be dispatched/
collected on or before
(7)(8) ............................................ Tuesday, December 23, 2025
Dealings in the Shares on the Stock Exchange expected to commence at ....... 9:00 a.m. on Tuesday,
December 23, 2025
(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.
(2) You will not be permitted to submit your application under the White Form eIPO service through the designated
website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted
your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will
be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the
last day for submitting applications, when the application lists close.
(3) If there is/are Severe Weather Signals (as defined in the paragraph headed “How to Apply for Hong Kong Offer
Shares—E. Bad Weather Arrangements” in this prospectus) in force in Hong Kong at any time between 9:00 a.m. and
12:00 noon on Thursday, December 18, 2025, the application lists will not open or close on that day. For details, please refer
to the paragraph headed “How to Apply for Hong Kong Offer Shares—E. Bad Weather Arrangements” in this prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by instructing their broker or custodian to give electronic
application instructions to HKSCC via FINI should refer to the paragraph headed “How to Apply for Hong Kong Offer
Shares—A. Application for Hong Kong Offer Shares—2. Application Channels” in this prospectus.
(5) None of the websites or any of the information contained on the websites forms part of this prospectus.
(6) Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that the Global
Offering has become unconditional and the right of termination described in “Underwriting—Underwriting
Arrangements and Expenses—Hong Kong Public Offering—Grounds for Termination” has not been exercised. Investors
who trade Shares on the basis of publicly available allocation details prior to the receipt of Share certificates or prior to
the Share certificates becoming valid evidence of title do so entirely at their own risk.
(7) White Form e-Refund payment instructions/refund checks will be issued in respect of wholly or partially unsuccessful
applications pursuant to the Hong Kong Public Offering and also in respect of wholly successful applications. Part of the
applicant’s identification document number provided by the applicant(s) may be printed on the refund check, if any.
Such data would also be transferred to a third party for refund purposes. Banks may require verification of an applicant’s
identification document number before encashment of the refund check. Inaccurate completion of an applicant’s
identification document number may invalidate or delay encashment of the refund check.
(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect on their
behalf. If you are a corporate applicant which is eligible for personal collection, your authorized representative must bear a
letter of authorization from your corporation stamped with your corporation’s chop. Both individuals and authorized
representatives must produce evidence of identity acceptable to our Hong Kong Share Registrar at the time of collection.
Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to the
paragraph headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of Share Certificates and
Refund of Application Monies” in this prospectus for details.
Applicants who have applied through the White Form eIPO service and paid their applications monies through single
bank accounts may have refund monies (if any) dispatched to the bank account in the form of White Form e-Refund
payment instructions. Applicants who have applied through the White Form eIPO service and paid their application
monies through multiple bank accounts may have refund monies (if any) dispatched to the address as specified in their
application instructions in the form of refund checks in favor of the applicant (or, in the case of joint applications, the
first-named applicant) by ordinary post at their own risk.
Any uncollected Share certificates and/or refund checks will be dispatched by ordinary post, at the applicants’ risk, to the
addresses specified in the relevant applications.
Further information is set out in the paragraphs headed “How to Apply for the Hong Kong Offer Shares—D. Despatch/
Collection of Share Certificates and Refund of Application Monies”.
–i i–


--- page 7 ---
EXPECTED TIMETABLE
The above expected timetable is a summary only. For further details of the structure of the Global
Offering, including its conditions, and the procedures for applications for Hong Kong Offer Shares,
please see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this
prospectus, respectively.
If the Global Offering does not become unconditional or is terminated in accordance with its
terms, the Global Offering will not proceed. In such case, our Company will make an announcement as
soon as practicable thereafter.
– iii –


--- page 8 ---
CONTENTS
This prospectus is issued by our Company solely in connection with the Hong Kong Public Offering
and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy
any security other than the Hong Kong Offer Shares. This prospectus may not be used for the purpose of,
and does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No
action has been taken to permit a public offering of the Offer Shares or the distribution of this prospectus in
any jurisdiction other than Hong Kong. The distribution of this prospectus and the offering and sale of the
Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted
under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by
the relevant securities regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your investment decision.
Our Company has not authorized anyone to provide you with information that is different from what is
contained in this prospectus. Any information or representation not made in this prospectus must not be
relied on by you as having been authorized by our Company, the Joint Sponsors, the Overall Coordinators,
the Joint Global Coordinators, Joint Bookrunner and Joint Lead Manager, the Underwriters, any of our or
their respective directors, officers, representatives, or affiliates, or any other person or party involved in the
Global Offering. Information contained in our website, located at https://www.qingsonghealth.com/ does
not form part of this prospectus.
Page
Expected Timetable .................................................................... i
Contents ............................................................................. i v
Summary ............................................................................ 1
Definitions ........................................................................... 1 8
Glossary ............................................................................. 2 5
Forward-Looking Statements ........................................................... 2 6
Risk Factors .......................................................................... 2 7
Waivers from Strict Compliance with the Listing Rules ..................................... 6 4
Information about this Prospectus and the Global Offering .................................. 6 8
Directors and Parties Involved in the Global Offering ....................................... 7 1
Corporate Information ................................................................. 7 5
Regulations .......................................................................... 7 7
Industry Overview .................................................................... 1 0 1
History, Reorganization and Corporate Structure .......................................... 1 1 2
Business ............................................................................. 1 3 3
Relationship with Our Controlling Shareholders ........................................... 2 1 3
Connected Transactions ................................................................ 2 2 0
Directors and Senior Management ....................................................... 2 2 5
–i v–


--- page 9 ---
CONTENTS
Page
Share Capital ......................................................................... 2 3 3
Substantial Shareholders ............................................................... 2 3 5
Cornerstone Investor .................................................................. 2 3 7
Financial Information .................................................................. 2 4 0
Future Plans and Use of Proceeds ........................................................ 2 8 7
Underwriting ......................................................................... 2 9 1
Structure of the Global Offering ......................................................... 2 9 9
How to Apply for Hong Kong Offer Shares ................................................ 3 0 7
Appendix I — Accountants’ Report ...................................................... I - 1
Appendix II — Unaudited Pro Forma Financial Information ................................. I I - 1
Appendix III — Summary of the Constitution of Our Company and Cayman Islands Company
Law ............................................................................... III-1
Appendix IV — Statutory and General Information ........................................ I V - 1
Appendix V — Documents Delivered to the Registrar of Companies in Hong Kong and Available
on Display .......................................................................... V - 1
–v–


--- page 10 ---
SUMMARY
This summary aims to give you an overview of the information contained in this prospectus and should be
read in conjunction with the full text of this prospectus. Since this is a summary, it does not contain all the
information that may be important to you. You should read the whole prospectus, including our financial
statements and the accompanying notes, before you decide to invest in the Offer Shares. There are risks
associated with any investment. Some of the particular risks of investing in the Offer Shares are set forth in the
section headed “Risk Factors.” You should read that carefully before you decide to invest in the Offer Shares.
OVERVIEW
We provide healthcare-related and insurance-related solutions in China. We ranked 10th in China’s digital
integrated healthcare and health insurance services market in terms of revenue in 2024, according to the F&S
Report. Specifically, we ranked seventh in China’s digital healthcare services market in terms of revenue in
2024, according to the same source. We strive to build protection and support for people in need with a suite of
accessible, targetable and affordable healthcare solutions.
We offer corporate and individual customers, as applicable, various healthcare-related services, ranging
from digital marketing through healthcare-related educational articles and videos, digital medical research
assistance, integrated health service packages with various self-operated and outsourced services, and promotion
and consultancy to support early disease screening. Specifically, as an integrated component of our two-pillar
solutions, our Healthcare-related Services consist of the following aspects.
• Digital Marketing (Market Education Services) . Our digital marketing (market education services),
launched in 2023, offer a convenient and affordable solution for digital marketing, tailored to meet our
customers’ needs. We mainly support pharmaceutical companies in promoting health literacy,
enhancing therapy recognition and fulfilling their social responsibility. Throughout the value chain, we
act as a trusted partner to connect our customers, primarily pharmaceutical companies, with their
targeted user groups through educational articles and videos. In 2023, 2024 and the six months ended
June 30, 2025, we served five, 21 and 25 customers for our digital marketing (market education
services), respectively. Additionally, we created more than 208,100, 576,600, and 292,000 market
education contents in 2023, 2024 and the six months ended June 30, 2025, respectively. We began to
offer digital marketing (market education services) in October 2023 and, as a result of surging
customer demand for digital marketing services, driven by the shift of the marketing expenditures by
pharmaceutical companies to online channels, our digital marketing (market education services) grew
quickly to generate a revenue of RMB443.8 million in the six months ended June 30, 2025, accounting
for 67.7% of our total revenue in the same period.
• Digital Medical Research Assistance . We operate as a CRO to actively support the pharmaceutical
industry’s medical research needs by offering solutions that encompass the entire project lifecycle,
including study protocol design, doctor education, patient education, clinical studies, marketing and
post-market studies. We primarily engage in real-world study (“RWS”) program design and clinical
trial data mining and analysis. We entered into one agreement with our customer in 2023 and
commenced our digital medical research assistance service in 2024. We served five and nine customers
in 2024 and the six months ended June 30, 2025. During the Track Record Period and as of June 30,
2025, we had initiated 41 digital medical research assistance projects.
• Integrated Health Service Packages . We deliver integrated health service packages and provide third-
party administrator services for insurance companies, including our self-operated health mall coupons
and health questionnaire services, as well as some outsourced services, including online appointment
booking services. We also provide health products and services to individual customers on online
health mall, including health supplements, physical check-ups, dental scaling, medical consultations,
hospitalization health care, and psychological counseling, all of which are outsourced from third
parties. Additionally, we provide health management services for non-insurance company corporate
customers and began bundling high-quality health services into customized health service packages
based on customer needs. We integrate both self-operated and outsourced services and deliver them as
a unified solution. We provide customized combinations of products and services for our non-insurance
company customers, such as physical check-up, online consultation, medication discounts, and online
appointment booking, which are outsourced, and smart health management services, which is self-
operated. Our self-operated smart health management service leverages generative AI capabilities in
–1–


--- page 11 ---
SUMMARY
our i-Centaurus user platform, and in the form of an AI Q&A chat room, our service can provide AI-
generated answers to the users’ health related questions promptly. We served six, eight, 13 and 13
corporate customers for integrated health service packages in 2022, 2023, 2024 and the six months
ended June 30, 2025, respectively.
• Early Disease Screening Related Promotion and Consultancy Services . Leveraging accumulated
extensive resources and experience in community health services, we provide early disease screening
related promotion and consultancy services in collaboration with healthcare partners, such as various
pharmaceutical, health-related and insurance companies, non-profit organizations and charity
foundations. We derive revenue by providing promotion and consultancy services to healthcare
partners, who pay us a service fee for the promotions during the screening sessions. Meanwhile, we
help these healthcare partners organize early disease screening activities for individual participants in
the local community free of charge, which also enables us to expand our user base. In 2022, 2023, 2024
and the six months ended June 30, 2024 and 2025, we served three, seven, 13, seven and five
customers with our early disease screening related promotion and consultancy services, respectively.
We helped our customers organize 362, 1,171, 1,448, 509 and 618 early disease screening sessions in
2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. The number of
sessions increased over the Track Record Period as we continued to scale the services. Our revenue
from early disease screening related promotion and consultancy services declined by 30.2% from
RMB65.7 million in 2023 to RMB45.9 million in 2024, primarily because as part of our customer
acquisition efforts in 2024, we offered more simplified promotion packages to new customers, and
charged a lower service fee per session as compared to that in 2023.
To finance our users’ healthcare spending and address their protection needs, we also provide users with
convenient access to a wide array of health insurance products through insurance brokerage services under
Insurance-related Services, our online insurance marketplace, the other component of our two-pillar solutions. In
addition to facilitating sales of our insurer partners’ insurance products, we also provide insurance technical
services, enabling them with improved operating efficiency and risk management capabilities.
• Insurance Brokerage Services . We facilitate sales of our insurer partners’ products primarily through
our online insurance marketplace. The diversity of the insurance products on our platform caters to a
variety of protection needs from the insurance policyholders and the insured at different stages of their
lives. The insurance products we offer on our platform are underwritten by our insurer partners, and
therefore, we do not bear any underwriting risk. In 2022, 2023, 2024 and the six months ended June 30,
2025, we served 19, 19, 16 and 28 insurer partners for our insurance brokerage services, respectively.
In 2022, 2023, 2024 and the six months ended June 30, 2025, we had more than 1,272,000, 870,400,
645,700 and 334,000 insurance policyholders, respectively, and delivered more than 2,040,800,
1,526,200, 1,208,400 and 563,000 insurance policies, respectively.
• Insurance Technical Services . Leveraging our technology capabilities, we empower our insurer
partners with a suite of technical services. We have developed an intelligent operation platform under
our i-Phoenix system, which is a management platform for insurance product operations. In 2022,
2023, 2024 and the six months ended June 30, 2025, we served 24, 21, 25 and 21 customers for our
insurance technical services, respectively.
As of June 30, 2025, a total of 294 insurance products from 58 insurer partners had been offered on
Insurance-related Services , representing an increase of 28 products and 17 partners compared to December 31,
2024. We have jointly developed most of these products with our insurer partners, leveraging our insights. Our
close connection with insurer partners enables us to provide insurance purchasers with a worry-free experience,
from insurance purchase to maintenance services, from after-sales care to claims processing. The ensemble of the
healthcare services and insurance funding resources offered through our integrated platform takes care of our
users’ holistic well-being needs.
–2–


--- page 12 ---
SUMMARY
The following table sets forth our monetization model.
Our Service Offerings Products
Monetization Model
Customers Our Products and Services Revenue Source
Healthcare-related
Services
Digital Marketing
(Market Education
Services)
Pharmaceutical
companies
Digital educational contents We undertake projects and enter into
agreements with pharmaceutical companies
to create and distribute online expert
content on educational articles and videos
that address common health concerns on a
broad range of health-related topics. By
integrating expert content with platform-
based distribution, we help our customers
increase therapy awareness and credibility,
which indirectly supports product
marketing. Customers pay the
corresponding service fees mainly upon
reaching a pre-agreed milestone or the
completion of the project.
Charity foundations Digital educational contents We undertake projects and enter into
agreements with charity foundations to
create and distribute online expert content
on educational articles and videos that
address common health concerns on a
broad range of health-related topics. By
integrating expert content with platform-
based distribution, we help our customers
increase therapy awareness and fulfill their
organizational mission. Customers pay the
corresponding service fees mainly upon
reaching a pre-agreed milestone or the
completion of the project.
Digital Medical
Research Assistance
Pharmaceutical
companies
Digital solutions on medical
research and studies
We enter into agreements with customers
and provide real-world study program
designs, clinical trial data mining and
customization of research programs and
receive payment on a project-based basis.
Integrated Health
Service Packages
Insurance
companies
Digital third-party
administrator services
We act as a one-stop solution provider by
delivering integrated health service
packages and provide third-party
administrator services for insurance
companies, including our self-operated
health mall coupons and health
questionnaire services, as well as some
outsourced services such as online
appointment booking services. We make a
commission fee from the third parties for
the products and services sold.
Non-insurance
company corporate
customers
Smart health management
services and customized
health service packages
We design and deliver tailored health
service packages that meet the needs of
non-insurance company corporate
customers, including physical check-up,
online consultation, medication discounts,
and online appointment booking services,
and receive service fees for each package
sold.
Individual
customers
Health products and
services
We receive service fees for the products
and services they purchased from our
online health mall from our individual
customers.
Early disease
screening related
promotion and
consultancy
services
Pharmaceutical,
health-related and
insurance
companies
Onsite screening sessions We enter into legally binding agreements
with customers to operate offline screening
sessions and receive the corresponding
service fees on a project-based basis.
–3–


--- page 13 ---
SUMMARY
Our Service Offerings Products
Monetization Model
Customers Our Products and Services Revenue Source
Insurance-related
Services
Insurance
Brokerage Services
Insurance
companies
Insurance brokerage
services
We enter into legally binding agreements
with our insurer partners and facilitate sales
of a diverse range of our insurer partners’
products primarily through our online
insurance marketplace. We receive
insurance brokerage fees paid by our
insurer partners for the products sold
through our online platform.
Insurance Technical
Services
Insurance
companies
Technical services We enter into legally binding agreements
with our insurer partners to provide
intelligent operations, intelligent risk
control services, and intelligent monitoring
service, and we receive service fees paid by
our insurer partners.
As part of our Healthcare-related Services, we serve our users seeking holistic healthcare solutions, ranging
from early disease screening related promotion and consultancy, health examination and consultation, medical
appointment services to health supplement sales. Our users are all individuals and can access our services
through our Weixin official accounts, mini programs, WeCom accounts and website. We also empower industry
participants to curate quality contents for market education and promote public initiatives on healthcare, and
ultimately, empower the key participants along the industry value chain, including medical institutions,
practitioners and researchers.
We have built a brand synonymous with trust and credibility and cultivated a highly engaged, health
conscious user base, which represents a prospective target group of individuals with heightened awareness and
interest in our healthcare solutions. In the six months ended June 30, 2025, the number of insurance
policyholders converted from our active users was 0.2 million, with a purchase conversion rate of 0.67%. As of
June 30, 2025, we had a cumulative follower base of approximately 59.7 million acquired through our Weixin
official accounts, mini programs and WeCom accounts. Technology is the backbone of our platform. We have
developed AIcare, our proprietary AI technology stack, which is scalable, deeply integrated and purpose-built.
We apply proprietary big data and AI technologies not only to our daily operations, which increases user
acquisition and engagement and facilitates targeted sales activities, but also to our services to insurer partners,
which facilitates intelligent claims processing and dynamic risk assessment of users and transactions. As of June
30, 2025, we had registered 58 invention patents and 39 copyrighted software in relation to our technology
capabilities. We had completed filing for six algorithms with the CAC as of June 30, 2025.
As of December 31, 2022, 2023 and 2024 and June 30, 2024 and 2025, the number of our registered users
was 154.6 million, 163.8 million, 168.1 million, 166.7 million and 168.4 million, respectively. In 2022, 2023,
2024 and the six months ended June 30, 2024 and 2025, the number of our active users was 70.5 million,
69.1 million, 65.1 million, 30.9 million and 22.7 million, respectively. In 2022, 2023, 2024 and the six months
ended June 30, 2025, the total annualized premium of insurance products sold by us was RMB1.3 billion,
RMB1.2 billion, RMB1.0 billion and RMB492.6 million, respectively. Our insurance business heavily relies on
our user base and platform traffic. Although the number of our active users slightly decreased during the Track
Record Period, we achieved an increase in the average revenue generated from each insurance policy, thereby
maintaining relatively stable revenue from Insurance-related Services , which amounted to RMB321.0 million,
RMB326.7 million, RMB321.5 million, RMB147.6 million and RMB150.1 million in 2022, 2023, 2024 and the
six months ended June 30, 2024 and 2025, respectively. In addition, we have adopted a cost-conscious operating
approach by limiting promotional spending in our insurance brokerage services, with a focus on optimizing
insurance product offerings, upgrading insurance technology, and improving user experience. While this strategy
temporarily impacted short-term growth indicators, it laid the foundation for sustainable, long-term profitability.
Moreover, we are actively expanding our digital marketing (market education services) and digital medical
research assistance services, which we believe can drive user growth and create cross-selling opportunities that
will benefit Insurance-related Services.
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we generated revenue of
RMB393.6 million, RMB490.0 million, RMB945.0 million, RMB355.2 million and RMB656.1 million,
–4–


--- page 14 ---
SUMMARY
respectively. Our adjusted net profit (non-IFRS measure) was RMB149.2 million, RMB146.6 million,
RMB84.4 million, RMB46.0 million and RMB51.2 million in 2022, 2023, 2024 and the six months ended
June 30, 2024 and 2025, respectively. See “Financial Information—Non-IFRS Measure.”
OUR STRATEGIC PIVOT
We undertook a strategic pivot to expand our services which initially focused on operating an online
insurance marketplace, solely addressing our users’ funding needs for their healthcare issues, to an array of
healthcare-related services, which tackle healthcare issues from a multi-dimensional perspective, directly or
derivatively through serving our corporate customers in the broader healthcare industry. We believe the launch of
various Healthcare-related Services is synergistic with our Insurance-related Services through cross-selling and
up-selling opportunities to capture their lifetime value.
We launched our Insurance-related Services by selling our first insurance policy online in December 2016,
and since then, have gradually built a brand associated with trust and credibility with the insurance products we
offer, and have cultivated a highly engaged, health conscious user base, which represents a prospective target
group of individuals with heightened awareness and interest in a wider range of non-insurance healthcare
solutions. Specifically, our users for insurance products are mostly young and tech-savvy, who are relatively
more accustomed to understanding and purchasing insurance policies through online channels, and as they
progress through predictable lifecycle events, such as getting married and having children, their accumulated
assets and growing responsibilities also naturally translate into higher spending on other non-insurance
healthcare solutions.
Against this backdrop of commercial opportunities, we sequentially launched various non-insurance
services grouped under our Healthcare-related Services to monetize our then established user base during the
Track Record Period. As of December 31, 2022, we had 154.6 million registered users, and in 2022, we had
70.5 million active users. Our revenue generated from such non-insurance business only accounted for 15.2% of
our total revenue in 2022 and grew quickly to 31.7% in 2023, alongside our efforts to scale our non-insurance
business. Specifically, we launched integrated health service packages with various self-operated and outsourced
services in 2017, promotion and consultancy to support early disease screening in 2022, digital marketing
through healthcare-related educational articles and videos in 2023, and digital medical research assistance in
2024. As we expanded into these services, we began to collaborate with a wider range of institutional partners in
addition to insurance companies, such as pharmaceutical companies, medical institutions, and charity
foundations. These institutional partners value our health conscious user base established through health-related
insurance transactions and our ability to conveniently tap into their willingness to spend on broader non-
insurance healthcare solutions. Notably, leveraging our established user base which already had higher awareness
for health issues through insurance transactions and other healthcare-related services we had launched prior, we
devised our digital marketing (market education services) with professionally-curated educational content mainly
for pharmaceutical companies to support the marketing initiatives undertaken by pharmaceutical companies. As a
result of surging customer demand for digital marketing services, driven by the shift of the marketing
expenditures by pharmaceutical companies to online channels, our digital marketing (market education services)
grew quickly to generate a revenue of RMB443.8 million in the six months ended June 30, 2025, accounting for
67.7% of our total revenue in the same period.
The launch of our Healthcare-related Services has also proven to benefit our Insurance-related Services .
Approximately 29.5% of our insurance policyholders in 2024 were customers of Healthcare-related Services
prior to their insurance purchases. Additionally, our overall business model has become more resilient and
sustainable, as a result, because we have reduced the exposure to the evolving regulatory or cyclical industry risk
in one single sector (i.e., previously the insurance industry) or the heightened commercial risk with one type of
institutional partners (i.e., previously insurance companies). Through a broader offering of healthcare-related
services, we have established relationships with more participants along the healthcare value chain, which in turn
makes us a more attractive business partner to them. More importantly, this strategic pivot will allow us to
capture the substantial upside in the high-growth segment in digital healthcare, which has a higher market
potential and growth rate, compared to the digital health insurance market, according to the F&S Report.
Specifically, the overall digital healthcare service market is expected to grow from RMB221.5 billion in 2024 to
RMB706.8 billion in 2029, at a CAGR of 26.1%, as compared to the digital insurance market, which is expected
to grow from RMB15.0 billion in 2024 to RMB41.7 billion in 2029 at a CAGR of 22.7%, according to the same
source. We believe we have the capability to seize this growth opportunity in the broader digital healthcare
–5–


--- page 15 ---
SUMMARY
service market, leveraging, in part, our robust technology substrate and our established relationship with various
participants along the industry value chain, which are the two major entry barriers for China’s digital healthcare
service market.
OUR ECOSYSTEM
We have cultivated an ecosystem to provide healthcare services and related financial resources in China.
The following diagram is an illustration of our ecosystem.
Services Funding
Business
Scenario
Models
LLM
I-Data
Cloud
Early Disease
Screening
Related
Promotion and
Consultancy
Integrated
Healthcare
Service
Packages
Digital
Marketing
(Market
Education)
Insurance
Companies
Pharma-
ceutical
Companies
Charity
Foundations
……
Healthcare-related Services
Insurance-related Services
Individual
Users
Our ecosystem places users’ holistic well-being at the core, providing healthcare services and tailored
financial resources. Our users have access to a wide array of quality and affordable healthcare services and
protection provided by a wide range of healthcare providers and insurer partners. We identify users’ needs for
healthcare services and financial resources and match users with suitable healthcare and insurance products. Our
users, at the time of their first adoption of our products and services, are primarily at a younger age, and as they
progress through predictable lifecycle events, such as getting married and having children, the accumulated
assets and growing responsibilities also naturally translate into higher spending on healthcare solutions, including
financial protection. This natural progression represents significant up-selling and cross-selling opportunities to
capture their lifetime value. We have benefited from the expansion in the adoption by our existing users of our
services over time. Specifically, approximately 29.5% of our insurance policyholders in 2024 were customers of
Healthcare-related Services prior to their insurance purchases. We continue to operate both pillars of our
solutions, i.e., Insurance-related Services and Healthcare-related Services . In particular, we are actively
expanding our digital marketing (market education services) and digital medical research assistance services,
which we believe can drive user growth and create cross-selling opportunities, in part, by raising the public
health awareness which will benefit our entire offerings of services.
Our ecosystem provides both healthcare services and financial resources:
• We procure funding from various sources in different capacities. Our insurer partners provide our users
directly with critical financial coverage. Our collaborations with pharmaceutical companies and charity
foundations enable us to launch market education and disease-related screening initiatives for our
users.
–6–


--- page 16 ---
SUMMARY
• Through our Healthcare-related Services , we create a holistic healthcare experience for users with
services from preventive care and early disease screening to integrated health service packages, while,
as a major component of our offerings, raising public health awareness through professionally curated
educational content in the form of digital marketing.
• Through our Insurance-related Services , insurer partners can rapidly identify customer preferences,
market trends and unmet demands to optimize their product designs and refine marketing strategies,
while leveraging rich user interaction data to better assess risks and streamline their underwriting
processes.
• On a broader scale, we leverage our extensive user base and facilitate digital medical research
assistance for pharmaceutical companies and industry participants as part of our Healthcare-related
Services, which enables real-world clinical studies that advance medical knowledge.
This ecosystem is powered by our AIcare technology stack, which matches healthcare resources and funding
solutions according to user needs, creating a virtuous cycle where improved healthcare solutions and enhanced
industry insights lead to better health outcomes for our users.
COMPETITIVE STRENGTHS
We believe the following competitive strengths have contributed to our success and differentiated us from
our competitors: (1) trusted brand with compelling value and growth potential; (2) efficient user acquisition and
high user engagement; (3) diverse healthcare and related protection services and products; (4) robust technology
capabilities throughout our business process; and (5) visionary and seasoned management team with strong
shareholder support.
GROWTH STRATEGIES
We intend to pursue the following strategies to further grow our business: (1) enrich service and product
offerings; (2) expand user base, drive user engagement, and increase user conversion; (3) strengthen technology
capabilities; (4) enhance brand awareness; and (5) selectively pursue strategic alliances, investments and acquisitions.
RISKS AND CHALLENGES
Our business and the Global Offering involve certain risks, which are set out in the section headed “Risk
Factors” in this prospectus, including but not limited to: (1) our business is dependent on the strength of our
brand, and damage to our brand could materially harm our business, financial condition and results of operations;
(2) failure to retain and expand our user base or convert user purchase may harm our business, financial
condition and results of operations; (3) failure to maintain good relationships with our business partners may
negatively affect our business; (4) introduction and use of AI may present business, compliance and reputational
challenges; (5) we may be held liable for information displayed on, retrieved from or linked to our platform or
created by us or third parties, which may adversely affect our business and results of operations; and (6) if we are
unable to maintain the relevance and credibility of our market education information, our business and results of
operations could suffer.
As different investors may have different interpretations and criteria when determining the significance of a
risk, you should carefully read the “Risk Factors” section in its entirety before you decide to invest in our Shares.
OUR CUSTOMERS AND SUPPLIERS
Our customers primarily include (1) insurer partners, (2) pharmaceutical companies and (3) individual
customers for our integrated health service packages. Revenue generated from our top five customers accounted
for 75.4%, 71.7%, 65.6% and 65.9% of our total revenue in each year/period during the Track Record Period,
respectively, and revenue generated from our largest customer accounted for 35.1%, 25.3%, 22.9% and 25.0% of
our total revenue in the same periods, respectively. See “Business—Our Customers and Suppliers—Our
Customers” for details.
Our suppliers primarily include healthcare service providers, all of which are located in China. Purchases from
our top five suppliers accounted for 42.0%, 36.1%, 70.1% and 77.4% of our total purchases in each year/period during
–7–


--- page 17 ---
SUMMARY
the Track Record Period, respectively, and purchases from our largest supplier accounted for 11.3%, 9.9%, 41.1% and
37.7% of our total purchases in the same periods, respectively. See “Business—Our Customers and Suppliers—Our
Suppliers” for details.
SUMMARY HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary of our financial information for the Track Record Period, and should
be read together with the consolidated financial statements in the Accountants’ Report set out in Appendix I to
this prospectus, including the accompanying notes and the information set forth in “Financial Information.” Our
consolidated financial information was prepared in accordance with IFRSs.
Summary of Consolidated Statements of Profit or Loss and Other Comprehensive Income
The following table set forth a summary of our consolidated statements of profit or loss and other
comprehensive income for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands except for percentages)
(unaudited)
Continuing operations:
Revenue .................. 393,607 100.0 489,961 100.0 945,006 100.0 355,185 100.0 656,089 100.0
Cost of revenue ............ (68,444) (17.4) (98,486) (20.1) (583,381) (61.7) (179,820) (50.6) (442,874) (67.5)
Gross profit .............. 325,163 82.6 391,475 79.9 361,625 38.3 175,365 49.4 213,215 32.5
General and administrative
expenses ............... (59,809) (15.2) (63,269) (12.9) (71,565) (7.6) (33,079) (9.3) (32,628) (5.0)
Research and development
expenses ............... (52,817) (13.4) (61,389) (12.5) (72,037) (7.6) (32,802) (9.2) (35,370) (5.4)
Sales and marketing
expenses ............... (65,797) (16.7) (123,826) (25.3) (158,503) (16.8) (72,371) (20.4) (103,235) (15.7)
Fair value changes of
convertible redeemable
preferred shares .......... (150,634) (38.3) (48,297) (9.9) (50,374) (5.3) (25,475) (7.2) 53,827 8.2
Fair value changes of financial
assets at fair value through
profit or loss (“FVTPL”) . . . 5,000 1.3 3,500 0.7 116 0.0 116 0.0 286 0.0
Impairment losses under
expected credit loss
(“ECL”) model, net of
reversal ................ (200) (0.1) (291) (0.1) (44) (0.0) (15) (0.0) 164 0.0
(Loss)/gain on disposal of
subsidiaries ............. — — (51) (0.0) 282 0.0 282 0.1 — —
Listing expense ............ — — — — (12,085) (1.3) (5,616) (1.6) (13,098) (2.0)
Interest income ............ 8,444 2.1 9,069 1.9 10,868 1.2 6,223 1.8 3,352 0.5
Other income, net .......... 7,000 1.8 2 0.0 928 0.1 383 0.1 274 0.0
Foreign currency exchange
loss ................... (10,011) (2.5) (2,388) (0.5) (1,831) (0.2) (1,898) (0.5) (13) (0.0)
Profit before tax .......... 6,339 1.6 104,535 21.3 7,380 0.8 11,113 3.1 86,774 13.2
Income tax (expense)/credit . . (15,437) (3.9) (7,366) (1.5) 1,610 0.2 3,475 1.0 (729) (0.1)
(Loss)/Profit for the year/
period from continuing
operations .............. (9,098) (2.3) 97,169 19.8 8,990 1.0 14,588 4.1 86,045 13.1
Discontinued operations:
Profit/(Loss) for the year/
period from discontinued
operations .............. 7,004 1.8 (23,553) (4.8) 1,408 0.1 1,408 0.4 — —
(Loss)/Profit for the year/
period ................. (2,094) (0.5) 73,616 15.0 10,398 1.1 15,996 4.5 86,045 13.1
(Loss)/Profit for the year/
period attributable to
non-controlling interests: . . (33) (0.0) (29) (0.0) — — — — — —
–8–


--- page 18 ---
SUMMARY
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands except for percentages)
(unaudited)
(Loss)/Profit for the year/
period attributable to
owners of our Company . . . (2,061) (0.5) 73,645 15.0 10,398 1.1 15,996 4.5 86,045 13.1
Other comprehensive
expenses for the year/
period
Items that will not be
reclassified subsequently to
profit or loss :
Fair value changes on
convertible redeemable
preferred shares due to own
credit risk .............. 7,992 2.0 (6,700) (1.4) 5,849 0.6 3,608 1.0 (5,030) (0.8)
Exchange differences arising
on translation from
functional currency to
presentation currency ..... ( 1 17,609) (29.9) (25,267) (5.2) (23,611) (2.5) (9,768) (2.8) 6,071 0.9
Fair value changes of equity
instruments at fair value
through other
comprehensive income .... — — — — — — — — (5,700) (0.9)
Total comprehensive
(expenses)/ income for the
year/period ............. (111,711) (28.4) 41,649 8.5 (7,364) (0.8) 9,836 2.8 81,386 12.4
Total comprehensive
(expenses)/income for the
year/period attributable to:
Owners of our
Company ........... (111,678) (28.4) 41,678 8.5 (7,364) (0.8) 9,836 2.8 81,386 12.4
Non-controlling
interests ............ (33) (0.0) (29) (0.0) — — — — — —
Non-IFRS Measure
To supplement our consolidated financial statements which are prepared and presented in accordance with
the IFRSs, we use adjusted net profit (non-IFRS measure) as an additional financial measure, which is not
required by, or presented in accordance with, the IFRSs. We believe that such non-IFRS measure facilitates
comparisons of operating performance from period to period and company to company by eliminating the
potential impact of certain items. The use of such non-IFRS measure has limitations as an analytical tool, and
you should not consider them in isolation from, as a substitute for, analysis of, or superior to, our results of
operations or financial condition as reported under the IFRSs. In addition, such non-IFRS financial measure may
be defined differently from similar terms used by other companies, and may not be comparable to other similarly
titled measure used by other companies.
We define adjusted net profit (non-IFRS measure) as profit for the year adjusted for fair value changes of
convertible redeemable preferred shares, share-based compensation and listing expenses. Fair value changes of
convertible redeemable preferred shares represent fair value changes relating to shares with preferential rights
issued by us. We do not expect to record any fair value changes in such instruments following the completion of
the Global Offering as they will be converted into our equity upon the Listing. Share-based compensation is
non-cash expenses arising from granting restricted share units and options to senior management and employees.
Listing expenses arise from activities relating to our Listing. The following table sets forth a reconciliation of our
adjusted net profit (non-IFRS measure) presented in accordance with the IFRSs.
–9–


--- page 19 ---
SUMMARY
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
(Loss)/Profit for the year/period from continuing
operations ............................... (9,098) 97,169 8,990 14,588 86,045
Add:
Fair value changes of convertible redeemable
preferred shares ....................... 150,634 48,297 50,374 25,475 (53,827)
Share-based compensation ................ 7,673 1,169 12,946 281 5,863
Listing expenses ........................ — — 12,085 5,616 13,098
Adjusted net profit (non-IFRS measure) ........ 149,209 146,635 84,395 45,960 51,179
The fluctuation of our loss/profit for the year/period from continuing operations is primarily due to the fair
value changes of preferred shares and the development of our digital marketing (market education services) and
digital medical research assistance services business since 2023. See “Financial Information—Period to Period
Comparison of Results of Operations” for detailed discussion on our financial performance results and
fluctuations during the Track Record Period.
Our gross profit was RMB325.2 million, RMB391.5 million, RMB361.6 million, RMB175.4 million and
RMB213.2 million in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively,
representing a gross profit margin of 82.6%, 79.9%, 38.3%, 49.4% and 32.5% for the same periods, respectively.
See “Financial Information—Key Components of Our Results of Operations—Gross Profit and Gross Profit
Margin by service lines” for a detailed discussion.
Our Revenue
Our revenue during the Track Record Period was primarily due to the increase of our revenue from
Healthcare-related Services , as a result of the increase of in digital marketing (market education services), as a
result of surging customer demand for our services since the commencement of our services in October 2023.
Our gross profit margin decreased during the Track Record Period was, primarily due to the increase in
revenue contribution of our digital marketing (market education services) which typically had a lower profit
margin profile.
Revenue by service lines
The following table sets forth the breakdown of our revenue by service lines for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands, except for percentages)
(unaudited)
Healthcare-related Services
Digital marketing (market
education services) .......... — — 22,804 4.7 468,368 49.6 144,301 40.7 443,793 67.7
Digital medical research assistance
services ................... — — — — 32,219 3.4 16,845 4.7 2,686 0.4
Integrated health service
packages ................... 30,079 7.7 66,831 13.6 70,473 7.5 9,890 2.8 19,959 3.0
Early disease screening related
promotion and consultancy
services ................... 29,698 7.5 65,726 13.4 45,867 4.8 32,444 9.1 36,887 5.6
Subtotal ..................... 59,777 15.2 155,361 31.7 616,927 65.3 203,480 57.3 503,325 76.7
Insurance-related Services
Insurance brokerage services ..... 140,538 35.7 134,987 27.6 133,260 14.1 61,348 17.3 50,733 7.7
Insurance technical services ..... 180,448 45.8 191,759 39.1 188,280 19.9 86,277 24.3 99,368 15.2
Subtotal ..................... 320,986 81.5 326,746 66.7 321,540 34.0 147,625 41.6 150,101 22.9
Other services ................ 12,844 3.3 7,854 1.6 6,539 0.7 4,080 1.1 2,663 0.4
Total(1) ...................... 393,607 100.0 489,961 100.0 945,006 100.0 355,185 100.0 656,089 100.0
(1) Excluded revenue from discontinued operations.
–1 0–


--- page 20 ---
SUMMARY
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we derived revenue from our
Healthcare-related Services of RMB59.8 million, RMB155.4 million, RMB616.9 million, RMB203.5 million
and RMB503.3 million, respectively, accounting for 15.2%, 31.7%, 65.3%, 57.3% and 76.7% of our total
revenue in the same periods, respectively. Our revenue generated from Healthcare-related Services increased
significantly from RMB59.8 million in 2022 to RMB155.4 million in 2023 and further to RMB616.9 million in
2024, primarily due to the commencement of our digital marketing (market education services) in 2023 and the
surging customer demand in 2024. Our revenue increased significantly from RMB203.5 million in the six months
ended June 30, 2024 to RMB503.3 million in the six months ended June 30, 2025, primarily due to the continued
growth of our customer base in our digital marketing (market education services) during the period. In 2022,
2023, 2024 and the six months ended June 30, 2024 and 2025, we served six, eight, 13, nine and 13 corporate
customers for our integrated health service packages, respectively; among which four, five, six, five and six were
insurance company customers, respectively, and two, three, seven, four and seven were non-insurance company
customers, respectively. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, revenue
generated from insurance company customers was RMB22.4 million, RMB26.5 million, RMB17.3 million,
RMB9.3 million and RMB3.7 million, respectively, with an average revenue per customer of RMB5.6 million,
RMB5.3 million, RMB2.9 million, RMB1.9 million and RMB0.6 million in the same periods, respectively. The
average revenue per customer for our insurance company customers during the Track Record Period was
generally in line with the overall trend in revenue from insurance company customers for the same periods,
respectively. Revenue generated from insurance company customers decreased by 37.4% from RMB26.5 million
in 2023 to RMB17.3 million in 2024. This decline was driven by lower service utilization among our insurance
company customers’ policyholders, referred to as a low incur rate, which subsequently reduced the demand for
our related outsourced services during the year. Revenue generated from insurance company customers
decreased by 60.2% from RMB9.3 million in the six months ended June 30, 2024 to RMB3.7 million in the same
period of 2025, primarily due to a decrease in the demand for our services our insurance company customers’ end
policyholders as a result of a low incur rate, leading to a reduction in procurement volumes from our insurance
company customers. Revenue generated from non-insurance company customers was RMB7.6 million,
RMB40.3 million, RMB53.2 million, RMB0.6 million and RMB16.3 million of the same periods, respectively,
with an average revenue per customer of RMB3.8 million, RMB13.4 million, RMB7.6 million, RMB0.1 million
and RMB2.3 million in the same periods, respectively. The average revenue per customer decreased for our non-
insurance customers during the Track Record Period, primarily due to the varying company size of our non-
insurance company customers and thus their demand for our services. Revenue generated from non-insurance
company customers increased significantly from RMB7.6 million in 2022 to RMB40.3 million in 2023, primarily
because we began to expand our service to non-insurance company customers in 2023 at a larger scale. Revenue
generated from our non-insurance company customers increased from RMB0.6 million in the six months ended
June 30, 2024, to RMB16.3 million in the six months ended June 30, 2025, primarily due to an increase in non-
insurance company customers’ demand for our products in the first half of 2025 as we continued to diversify our
product offerings in the same period.
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we derived revenue from our
Insurance-related Services of RMB321.0 million, RMB326.7 million, RMB321.5 million, RMB147.6 million
and RMB150.1 million, respectively, accounting for 81.5%, 66.7%, 34.0%, 41.6% and 22.9% of our total
revenue in the same periods, respectively. Our revenue generated from Insurance-related Services increased
from RMB321.0 million in 2022 to RMB326.7 million in 2023, primarily due to an increase of RMB11.3 million
in revenue from technical service, as a result of the ramp-up of the technical services after we launched new
features and functions appealing to insurer partners in the second half of 2022, partially offset by a decrease of
RMB5.6 million in revenue from insurance brokerage services due to the ongoing adjustment to our user
acquisition strategy. Our revenue generated from Insurance-related Services remained relatively stable during
the remainder of the Track Record Period.
–1 1–


--- page 21 ---
SUMMARY
Gross Profit and Gross Profit Margin by Service Lines
The following table sets forth the breakdown of our gross profit and gross profit margin by service lines for
the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
(RMB in thousands, except for percentages)
(unaudited)
Healthcare-related Services
Digital Marketing (market
education services) ...... — — 5,795 25.4 48,330 10.3 10,912 7.6 59,794 13.5
Digital medical research
assistance services ....... — — — — 2,624 8.1 1,213 7.2 774 28.8
Integrated health service
packages .............. 28,355 94.3 32,818 49.1 19,215 27.3 9,256 93.6 8,058 40.4
Early disease screening
related promotion and
consultancy services ..... 29,596 99.7 62,232 94.7 35,328 77.0 30,160 93.0 19,045 51.6
Subtotal ................. 57,951 96.9 100,845 64.9 105,497 17.1 51,541 25.3 87,671 17.4
Insurance-related Services
Insurance brokerage
services ............... 80,383 57.2 100,560 74.5 74,264 55.7 39,772 64.8 29,113 57.4
Insurance technical
services ............... 173,985 96.4 184,364 96.1 181,525 96.4 82,635 95.8 95,991 96.6
Subtotal ................. 254,368 79.2 284,924 87.2 255,789 79.6 122,407 82.9 125,104 83.3
Other services ........... 12,844 100.0 5,706 72.7 339 5.2 1,417 34.7 440 16.5
Total(1) .................. 325,163 82.6 391,475 79.9 361,625 38.3 175,365 49.4 213,215 32.5
(1) Excluded gross profit and gross profit margin for discontinued operations.
Our gross profit margin for Healthcare-related Services decreased from 96.9% in 2022 to 64.9% in 2023,
primarily due to the decrease in our gross profit margin for our integrated health service packages from 94.3% in
2022 to 49.1% in 2023. The decrease in the gross profit margin for our integrated health service packages was
due to our expansion of the service to non-insurance company customers in 2023, which had a lower gross profit
margin compared to serving our insurance company customers due to the distinct procurement methods, in
which, for non-insurance company customers, we provide the products and services in bulk according to the
contract signed at the time of payment in advance. Our gross profit margin for Healthcare-related Services
decreased from 64.9% in 2023 to 17.1% in 2024, primarily due to (1) an increase in costs associated with
investment in improving the quality of digital marketing (market education services) contents and those
associated with our new collaboration with third-party media outlets; (2) an increase in the procurement of
outsourced services to meet the demands of our non-insurance company customers for our integrated health
service packages; and (3) an increase in the on-site execution costs associated with our early disease screening
related promotion and consultancy services, as we shifted from partially relying on our partners to facilitate and
pay for venue and equipment for the sessions. Our gross profit margin decreased from 25.3% in the six months
ended June 30, 2024 to 17.4% in the six months ended June 30, 2025, primarily due to (1) the growing
proportion of non-insurance companies in the customer structure of our integrated health service packages, which
demanded a higher cost for outsourced services, and (2) the continued commercialization of our early disease
screening related promotion and consultancy services and an increase in on-site execution costs.
Our gross profit margin for Insurance-related Services increased from 79.2% in 2022 and 87.2% in 2023,
primarily due to the increase in gross profit margin for insurance brokerage services, as we streamlined our
marketing agents network and increased its cost-effectiveness. Our gross profit margin decreased from 87.2% in
2023 to 79.6% in 2024 because (1) we expanded into additional marketing agents, including offline channels,
which increased associated costs for our insurance brokerage services, and (2) we spun off our online illness
fundraising services, which had previously served as a cost-effective customer acquisition channel. Our gross
profit margin for Insurance-related Services remained relatively stable at 82.9% and 83.3% in the six months
ended June 30, 2024 and 2025, respectively.
–1 2–


--- page 22 ---
SUMMARY
Summary of Consolidated Statements of Financial Position
The following table sets forth a summary of our consolidated statements of financial position as of the dates
indicated.
As of December 31, As of June 30,
2022 2023 2024 2025
(RMB in thousands)
Total non-current assets ............................ 26,767 105,401 107,505 36,357
Total current assets ................................ 585,572 601,027 581,724 600,266
Total assets ..................................... 612,339 706,428 689,229 636,623
Total current liabilities ............................. 1,844,756 1,893,431 1,898,642 1,758,852
Net current liabilities .............................. ( 1,259,184) (1,292,404) (1,316,918) (1,158,586)
Total assets less current liabilities .................. (1,232,417) (1,187,003) (1,209,413) (1,122,229)
Total non-current liabilities ....................... (8,321) (10,917) (9,133) (9,068)
Total liabilities .................................. (1,853,077) (1,904,348) (1,907,775) (1,767,920)
Total deficit and liabilities .......................... ( 612,339) (706,428) (689,229) (636,623)
Net liabilities .................................... 1,240,738 1,197,920 1,218,546 1,131,297
Our net current liabilities increased from RMB1,259.2 million as of December 31, 2022 to RMB1,292.4
million as of December 31, 2023, primarily due to the increase of RMB82.4 million in convertible redeemable
preferred shares in connection with our valuation of the preferred shares, the increase of RMB35.6 million in
accounts payables, and the decrease of RMB100.0 million in financial assets at FVTPL, partially offset by the
increase of RMB58.9 million in accounts receivables, the decrease of RMB44.2 million in accrued expenses and
other payables and the decrease of RMB42.2 million in contract liabilities. Our net current liabilities increased
from RMB1,292.4 million as of December 31, 2023 to RMB1,316.9 million as of December 31, 2024, primarily
due to the increase of RMB70.1 million in convertible redeemable preferred shares in connection with our
valuation of the preferred shares, partially offset by the decrease of RMB8.3 million in accounts payables, the
decrease of RMB11.6 million in accrued expenses and other payables, the decrease of RMB26.8 million in
insurance premium payables and the decrease of RMB15.7 million in contract liabilities. Our net current
liabilities decreased from RMB1,316.9 million as of December 31, 2024 to RMB1,158.6 million as of June 30,
2025, primarily due to our convertible redeemable preferred shares, which will be redesignated from financial
liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing, such that our net
current liabilities positions would turn into net current assets following the completion of the Global Offering.
Our convertible redeemable preferred shares will be re-designated from financial liabilities to equity as a result of
the automatic conversion into ordinary shares upon the Listing, such that our net liabilities positions would turn
into net assets following the completion of the Global Offering. See “Financial Information—Discussion of
Major Balance Sheet Items” for detailed discussion on our financial positions and fluctuations during the Track
Record Period.
We recorded net liabilities of RMB1,240.7 million, RMB1,197.9 million, RMB1,218.5 million and
RMB1,131.3 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively. Our net liabilities
decreased from RMB1,240.7 million as of December 31, 2022 to RMB1,197.9 million as of December 31, 2023,
primarily due to profit for the year in 2023 of RMB73.6 million, and change of exchange differences on
translation from functional currency to presentation currency of RMB25.3 million. Our net liabilities increased
from RMB1,197.9 million as of December 31, 2023 to RMB1,218.5 million as of December 31, 2024, primarily
due to profit for the year in 2024 of RMB10.4 million, the change of exchange differences on translation from
functional currency to presentation currency of RMB23.6 million, and the change of deemed distribution of
RMB26.1 million. Our net liabilities decreased from RMB1,218.5 million as of December 31, 2024 to
RMB1,131.3 million as of June 30, 2025, primarily due to profit of RMB86.0 million for the six months ended
June 30, 2025, and the change of exchange differences on translation from functional currency to presentation
currency of RMB6.1 million.
–1 3–


--- page 23 ---
SUMMARY
Summary of Consolidated Statements of Cash Flows
The following table sets forth a summary of our consolidated statements of cash flows for the periods
indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Net cash generated from operating activities ..... 57,201 7,834 83,791 45,917 52,446
Net cash (used in)/generated from investing
activities ............................... (94,895) (4,887) 16,533 19,148 (22,574)
Net cash used in financing activities ............ (4,986) (4,951) (30,623) (2,478) (76,674)
Effect of foreign exchange rate changes ......... 6 3 9 ( 385) (343) (419) (441)
Net (decrease)/increase in cash and cash
equivalents .............................. (42,041) (2,389) 69,358 62,168 (47,243)
Cash and cash equivalents at beginning of the
year/period ............................. 337,650 295,609 293,220 293,220 362,578
Cash and cash equivalents at end of the year/
period ................................. 295,609 293,220 362,578 355,388 315,335
Our net cash from operating activities decreased from RMB57.2 million in 2022 to RMB7.8 million in
2023, primarily due to the increase in accounts receivables of RMB59.2 million and the decrease in accrued
expenses and other payables of RMB44.2 million. Our net cash from operating activities increased from RMB7.8
million in 2023 to RMB83.8 million in 2024, primarily due to the decrease in accounts receivables of
RMB20.2 million and the decrease in insurance premium payables of RMB26.8 million. See “Financial
Information—Liquidity and Capital Resources—Cash Flows” for detailed discussion on our cash flows and
fluctuations during the Track Record Period.
KEY FINANCIAL RATIOS
The following table sets forth certain of our key financial ratios for the periods indicated.
As of/for the year ended December 31,
As of/for the six months
ended June 30,
2022 2023 2024 2024 2025
(unaudited)
Profitability ratios
Gross profit margin ......................... 82.6% 79.9% 38.3% 49.4% 32.5%
Net (loss)/profit margin ...................... ( 2.3%) 19.8% 1.0% 4.1% 13.1%
Adjusted profit margin (non-IFRS measure) ..... 37.9% 29.9% 8.9% 12.9% 7.8%
Liquidity ratios
Current ratio .............................. 0 . 3 0 . 3 0 . 3 0 . 3 0 . 3
See “Financial Information—Key Financial Ratios” for details.
OUR DEVELOPMENT MILESTONE
See “History, Reorganization and Corporate Structure—Business Milestones” for details.
OUR SHAREHOLDING STRUCTURE
The Group of Our Controlling Shareholders
During the Track Record Period and as of the date of this prospectus, Ms. Yang, our Founder, the chairlady
of the Board, executive Director and chief executive officer of our Company has been the single largest
shareholder of our Company holding 23.93% Shares of our Company through her wholly-owned holding
company QingSongChou Holdings Corporation and controls 15.01% voting rights of our Shares through the
Voting Proxy Arrangements entered into with certain other Shareholders. Therefore, Ms. Yang controls over
–1 4–


--- page 24 ---
SUMMARY
30% of the voting rights of our Company. Except for Ms. Yang, none of the other Shareholders of our Company
could individually or collectively control 30% or more of the voting rights of our Company. As such, Ms. Yang
is the ultimate controlling shareholder, and Ms. Yang together with QingSongChou Holdings Corporation,
Clematis Holding Limited, Vlove Holdings Limited and QSC ESO Limited are members of the group of
Controlling Shareholders of our Company pursuant to the Listing Rules. See “Relationship with Our Controlling
Shareholders” for details.
In light of the Listing, on December 1, 2025, our Shareholders resolved to adopt a new memorandum and
articles of association, effective immediately prior to the Listing, to replace our current memorandum and articles
of association and terminate all the special rights granted to existing shareholders to comply with applicable laws
and regulations after the Listing.
Immediately following the completion of the Global Offering (assuming that the Over-allotment Option is
not exercised and without taking into account any Shares that may be issued under the Pre-IPO Share Option
Scheme), Ms. Yang will control approximately 33.94% of all the voting powers at the general meetings of our
Company, comprising approximately 20.85% Shares beneficially owned by herself through QingSongChou
Holdings Corporation and approximately 13.08% Shares vested to Ms. Yang by the Proxy Investors. Ms. Yang
together with QingSongChou Holdings Corporation, Clematis Holding Limited, Vlove Holdings Limited and
QSC ESO Limited will continue to be members of group of our Controlling Shareholders. See “Relationship with
Our Controlling Shareholders” for details.
Pre-IPO Investments
Since our inception, we have attracted a number of reputable and influential institutional or corporate
investors to invest in our Company, such as Sunshine Insurance, IDG, DT Global and Tencent. See “History,
Reorganization and Corporate Structure—Pre-IPO Investments” for details.
Share Incentive Scheme
We adopted the Pre-IPO Share Option Scheme in 2015. The principal terms of such share incentive scheme
are summarized in the section headed “Statutory and General Information—D. Share Incentive Scheme” in
Appendix IV of this prospectus.
WAIVERS AND EXEMPTIONS
See “Waivers from Strict Compliance with the Listing Rules” for details.
LISTING EXPENSES
We expect to incur a total of approximately RMB80.5 million (HK$88.5 million) of listing expenses in
connection with the Global Offering, representing approximately 14.7% of the proceeds from the Global
Offering at the Offer Price of HK$22.68 (assuming that the Over-allotment Option is not exercised), including
(1) sponsor fees and underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC
transaction levy for all Offer Shares of approximately RMB31.8 million (HK$34.9 million), and (2) non-
underwriting expenses of approximately RMB48.7 million (HK$53.6 million), which consist of (i) fees and
expenses of legal advisors and accountants of approximately RMB31.1 million (HK$34.3 million), and (ii) other
fees and expenses of approximately RMB17.6 million (HK$19.3 million). Approximately RMB49.4 million is
expected to be charged to our consolidated statements of profit or loss, and approximately RMB31.1 million is
expected to be deducted from equity. The listing expenses above are the best estimate as of the Latest Practicable
Date and for reference only. The actual amount may differ from this estimate.
–1 5–


--- page 25 ---
SUMMARY
GLOBAL OFFERING STATISTICS
All statistics in this table are based on the assumption that (1) the Global Offering has been completed and
26,540,000 Offer Shares are issued pursuant to the Global Offering; and (2) the Over-allotment Option is not
exercised.
Based on an Offer Price of
HK$22.68
per Offer Share
Market capitalization of our Shares (1) ......................................... H K $ 4,680.6 million
Unaudited pro forma adjusted consolidated net tangible assets of our Group attributable
to owners of our Company as of June 30, 2025 per Share (2)(3)(4)(5) ................. H K $ ( 6.80)
(1) The calculation of market capitalization is based on 206,374,209 total issued Shares immediately upon completion of the Global Offering
(assuming the Over-allotment Option is not exercised).
(2) The unaudited pro forma adjusted consolidated net tangible assets of our Group attributable to owners of our Company per Share as of
June 30, 2025 is calculated after making the adjustments referred to in Appendix II and on the basis of 106,608,359 total issued Shares
immediately upon the completion of the Global Offering. It does not take into account (1) any Shares which may be allotted and issued
upon the exercise of the Over-allotment Option; (2) the Shares to be issued pursuant to the Pre-IPO equity share option plan or
(3) conversion of 99,765,850 (after share consolidation referred below) convertible preferred shares of our Company. Each of the issued
convertible redeemable preferred shares of the Company with par value of US$0.00001 will be automatically converted into one ordinary
share of the Company with par value of US$0.00001 (the “Share Conversion”). After the completion of the Share Conversion, every ten
issued and unissued ordinary shares of the Company with par value of US$0.00001 each, will be consolidated into one Share of the
Company with par value of US$0.0001 each, rounding up to the nearest whole number of Shares.
(3) The unaudited pro forma adjusted consolidated tangible assets less liabilities of the Group attributable to owners of the Company per
Offer Share is converted from RMB into Hong Kong dollars at the rate of HK$1.00 to RMB0.90906 as disclosed in the Exchange Rate
Conversion section of this Prospectus. No representation is made that the RMB have been, would have been or may be converted into
Hong Kong dollars, or vice versa, at that rate or at any other rates or at all.
(4) In January 2025, our Company has repurchased 10,552,846 and 21,105,693 series D preferred shares of our Company from two of their
preferred shareholders, respectively. See “History, Reorganization and Corporate Structure—Major Shareholding Changes of Our
Company and Principal Subsidiaries—Our Company” for details of such share repurchase. The repurchase of preferred shares has no
impact on our net tangible assets less liabilities, as the consideration equals to the carrying amount of preferred shares. The convertible
redeemable preferred shares were issued as financing activities of the Company, which will be re-designated as equity upon the Listing
along with the automatic conversion of convertible redeemable preferred shares into ordinary shares.
(5) No adjustment has been made to the unaudited pro forma adjusted consolidated tangible assets less liabilities of our Group attributable to
owners of our Company as at June 30, 2025 to reflect any operating result or other transactions of our Group entered into subsequent to
June 30, 2025. In particular, the unaudited pro forma adjusted consolidated tangible assets less liabilities of our Group attributable to
owners of our Company as shown on the table above have not been adjusted to illustrate the effect of the Share Conversion.
As at June 30, 2025, total carrying amount of 997,658,483 convertible redeemable preferred shares of our Group was
RMB1,623,632 thousand and recognized as financial liabilities. These convertible redeemable preferred shares shall automatically be
converted without the payment of any additional consideration into ordinary shares upon the completion of the Global Offering and
based on initial conversion ratio of 1:1, and shall be subject to adjustments based on adjustments of the conversion price.
Had the Share Conversion been assumed to take place as at June 30, 2025, the unaudited pro forma adjusted consolidated tangible assets
less liabilities of our Group attributable to owners of our Company as at June 30, 2025 per Share would be calculated based on
206,374,209 Shares and the unaudited pro forma adjusted consolidated tangible assets less liabilities of our Group attributable to owners
of our Company as at June 30, 2025 per Share would be HK$5.14 (equivalent RMB4.67) based on the offer price of HK$22.68 per Offer
Share.
See “Appendix II - Unaudited Pro Forma Financial Information” for more information.
–1 6–


--- page 26 ---
SUMMARY
FUTURE PLANS AND USE OF PROCEEDS
We estimate the net proceeds of the Global Offering which we will receive, at the Offer Price of
HK$22.68 per Offer Share (assuming that the Over-allotment Option is not exercised), will be approximately
HK$513.4 million, after deduction of underwriting fees and commissions and other estimated expenses in
connection with the Global Offering. We intend to use the net proceeds of the Global Offering for the following
purposes: (1) approximately 40.0% of the net proceeds, or HK$205.4 million, will be used to increase our brand
visibility, enhance user engagement and strengthen our cooperation with business partners; (2) approximately
20.0% of the net proceeds, or HK$102.7 million, will be used for medical studies and real-world research;
(3) approximately 20.0% of the net proceeds, or HK$102.7 million, will be used to enhance our technology
capabilities in AI and big data for wider application in our products and services; (4) approximately 10.0% of the
net proceeds, or HK$51.3 million, will be used to expand into more regional and overseas market; and
(5) approximately 10.0% of the net proceeds, or HK$51.3 million, for working capital and other general
corporate purposes.
See “Future Plans and Use of Proceeds” for further information relating to our future plans and use of
proceeds from the Global Offering.
DIVIDEND
During the Track Record Period, we did not pay or declare any dividend. According to the Articles of
Association and applicable laws and regulations, the determination to pay dividends will be made at the
discretion of our Directors, subject to the Listing Rules, and will depend upon, among others, the financial
results, cash flow, business conditions and strategies, future operations and earnings, capital requirements and
expenditure plans, any restrictions on payment of dividends, and other factors that our Directors may consider
relevant. We do not have any formal dividend policy or a pre-determined dividend payout ratio. In 2022, we had
loss per share of RMB0.01 and in 2023, 2024 and the six months ended June 30, 2025, our earnings per share
from continuing operations amounted to RMB0.12, RMB0.01 and RMB0.11, respectively.
As advised by our Cayman Islands legal advisors, we are a holding company incorporated under the laws of
the Cayman Islands, pursuant to which a company may declare and pay a dividend out of either profits or share
premium account. The financial position of accumulated losses does not prohibit us from declaring and paying
dividends to our Shareholders, as dividends may still be declared and paid out of our share premium account
notwithstanding our profitability, provided that this would not result in our Company being unable to pay debts
as they fall due in the ordinary course of business.
RECENT DEVELOPMENTS
There is no material business update since the Latest Practicable Date.
No material adverse change
After performing sufficient due diligence work which our Directors consider appropriate and after due and
careful consideration, our Directors confirm that, as of the date of this prospectus, there has been no material
adverse change in our financial and trading positions or prospectus since June 30, 2025 being the date on which
our latest consolidated financial statements were prepared, and that there has been no event since June 30, 2025
which would materially affect the information in the Accountants’ Report set out in Appendix I to this
prospectus.
–1 7–


--- page 27 ---
DEFINITIONS
Unless the context otherwise requires, the following expressions have the following meanings in this
prospectus. Certain other terms are explained in the section headed “Glossary” in this prospectus.
“Accountants’ Report” the accountants’ report from the Reporting Accountants, the text of
which is set out in Appendix I to this prospectus
“affiliate” any other person, directly or indirectly, controlling or controlled by or
under direct or indirect common control with such specified person
“AFRC” Accounting and Financial Reporting Council
“Articles of Association” or “Articles” our eighth amended and restated articles of association, as adopted on
December 1, 2025 with effect from the Listing, and as amended from
time to time, a summary of which is contained in Appendix III to this
prospectus
“Audit Committee” the audit committee of the Board
“Board” or “Board of Directors” the board of directors of our Company
“Business Day” or “business day” any day (other than a Saturday, Sunday or public holiday) on which
banks in Hong Kong are generally open for business
“BVI” the British Virgin Islands
“CAC” Cybersecurity Administration of China
“Capital Market Intermediaries” the capital market intermediaries participating in the Global Offering
and has the meaning ascribed thereto under the Listing Rules
“Cayman Companies Act” the Companies Act, Cap 22 (Act 3 of 1961, as consolidated and
revised) of the Cayman Islands as amended, supplemented, or
otherwise modified from time to time
“CCASS” the Central Clearing and Settlement System established and operated
by HKSCC
“China” or “the PRC” the People’s Republic of China excluding, for the purpose of this
prospectus, Hong Kong, Macau and Taiwan
“close associate(s)” has the meaning ascribed to it under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong),
as amended, supplemented or otherwise modified from time to time
“Companies (Winding Up and
Miscellaneous Provisions) Ordinance”
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong), as amended,
supplemented or otherwise modified from time to time
“Company,” “our Company,”
“Qingsong,” “Group,” “our Group,”
“we” or “us”
QingSong Health Corporation (
๶) (formerly known as
QingSongChou Corporation), an exempted company incorporated
under the laws of Cayman Islands with limited liability on
November 12, 2014, and, except where the context indicated
otherwise, all of its subsidiaries and companies whose financial
results have been consolidated and accounted as the subsidiaries of
our Company
“connected person(s)” has the meaning ascribed to it under the Listing Rules
–1 8–


--- page 28 ---
DEFINITIONS
“Controlling Shareholders” has the meaning ascribed thereto under the Listing Rules and unless
the context requires otherwise, refers to Ms. Yang, Clematis Holding
Limited, Vlove Holdings Limited, QingSongChou Holdings
Corporation and QSC ESO Limited
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“CSRC” China Securities Regulatory Commission (
ึ)
“Duoer Hospital” Yinchuan Duoer Internet Hospital Co., Ltd. (ࠢ
ʮ̡), a limited liability company incorporated under the laws of the
PRC on December 20, 2019, and our previous consolidated affiliated
entity under the contractual arrangements
“Director(s)” the director(s) of our Company or any one of them
“Exchange Participant(s)” a person: (a) who, in accordance with the Listing Rules, may trade on
or through the Stock Exchange; and (b) whose name is entered in a
list, register or roll kept by the Stock Exchange as a person who may
trade on or through the Stock Exchange
“Extreme Conditions” the occurrence of “extreme conditions” as announced by any
government authority of Hong Kong
“FINI” Fast Interface for New Issuance, an online platform operated by
HKSCC that is mandatory for admission to trading and, where
applicable, the collection and processing of specified information on
subscription in and settlement for all new listings
“F&S Report” a commissioned report from Frost & Sullivan
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., the industry
consultant of our Company
“General Rules of HKSCC” General Rules of HKSCC published by the Stock Exchange and as
amended from time to time and where the context so permits, shall
include the HKSCC Operational Procedures
“Global Offering” the Hong Kong Public Offering and the International Offering
“Guide for New Listing Applicants” the Guide for New Listing Applicants issued by the Hong Kong Stock
Exchange effective from January 1, 2024 (as amended, supplemented
or otherwise modified from time to time)
“HK$” or “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be issued in the
name of HKSCC Nominees and deposited directly into CCASS to be
credited to your or a designated HKSCC Participant’s stock account
through causing HKSCC Nominees to apply on your behalf, including
by instructing your broker or custodian who is an HKSCC Participant
to submit electronic application instructions via FINI to apply for
the Hong Kong Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC
“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the practices,
procedures and administrative or other requirements relating to
HKSCC’s services and the operations and functions of CCASS, FINI
or any other platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time to time in
force
–1 9–


--- page 29 ---
DEFINITIONS
“HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing
participant, a general clearing participant or a custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Offer Shares” the 2,654,000 Shares being initially offered for subscription in the
Hong Kong Public Offering, subject to reallocation
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription by the
public in Hong Kong
“Hong Kong Share Registrar” Computershare Hong Kong Investor Services Limited
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed in
“Underwriting—Hong Kong Underwriters”
“Hong Kong Underwriting Agreement” the underwriting agreement dated December 12, 2025, relating to the
Hong Kong Public Offering and entered into by, among others, the
Joint Sponsors, the Overall Coordinators, the Hong Kong
Underwriters, the Controlling Shareholders and our Company, as
further described in “Underwriting—Underwriting Arrangements and
Expenses—The Hong Kong Public Offering” in this prospectus
“IFRSs” International Financial Reporting Standards
“independent third party” a party, who/which, to the best of our Directors’ knowledge,
information and belief, having made all reasonable enquiries, which is
not a connected person (as defined in the Listing Rules) of our
Company
“International Offer Shares” the 23,886,000 Shares being offered for subscription at the Offer
Price in the International Offering together with, where relevant, any
additional Shares which may be issued by our Company pursuant to
the exercise of the Over-allotment Option, subject to any adjustment
or reallocation
“International Offering” the conditional placing of the International Offer Shares at the Offer
Price outside the United States in offshore transactions in reliance on
Regulation S, on and subject to the terms and conditions described in
“Structure of the Global Offering” in this prospectus
“International Underwriters” the group of underwriters that are expected to enter into the
International Underwriting Agreement to underwrite the International
Offering
“International Underwriting Agreement” the international underwriting agreement relating to the International
Offering, which is expected to be entered into by, among others, the
Overall Coordinators, the International Underwriters, our Company
and our Controlling Shareholders, as further described in
“Underwriting—Underwriting Arrangements and Expenses—The
International Offering” in this prospectus
“Joint Bookrunners” China International Capital Corporation Hong Kong Securities
Limited, China Merchants Securities (HK) Co., Limited, Futu
Securities International (Hong Kong) Limited, and SPDB International
Capital Limited
“Joint Global Coordinators” China International Capital Corporation Hong Kong Securities
Limited, China Merchants Securities (HK) Co., Limited, and Futu
Securities International (Hong Kong) Limited
–2 0–


--- page 30 ---
DEFINITIONS
“Joint Lead Managers” China International Capital Corporation Hong Kong Securities
Limited, China Merchants Securities (HK) Co., Limited, Futu
Securities International (Hong Kong) Limited, and SPDB
International Capital Limited
“Joint Sponsors” China International Capital Corporation Hong Kong Securities
Limited and China Merchants Securities (HK) Co., Limited
“Latest Practicable Date” December 6, 2025, being the latest practicable date prior to the
printing of this prospectus for the purpose of ascertaining certain
information contained in this prospectus
“Listing” the listing of the Shares on the Main Board of the Stock Exchange
“Listing Committee” the Listing Committee of the Stock Exchange
“Listing Date” the date, expected to be on or about December 23, 2025 on which the
Shares are listed on the Stock Exchange and from which dealings in
the Shares are permitted to commence on the Stock Exchange
“Listing Guide” the Guide for New Listing Applicants published by the Stock
Exchange, effective from January 1, 2024
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited, as amended or supplemented from time to
time
“Memorandum” or “Memorandum of
Association”
our eighth memorandum of association, conditionally approved and
adopted on December 1, 2025 and to become effective on the Listing
Date, as amended, supplemented or otherwise modified from time to
time
“Ms. Yang” Ms. YANG Yin (See “Directors and Senior Management” for detail)
“Nomination Committee” the nomination committee of the Board
“Offer Price” the offer price per Offer Share in Hong Kong dollars (exclusive of
brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC transaction levy of
0.00015%) of HK$22.68 at which Hong Kong Offer Shares are to be
subscribed in the manner further described in “Structure of the Global
Offering” in this prospectus
“Offer Shares” the Hong Kong Offer Shares and the International Offer Shares
together with, where relevant, any additional Shares which may be
issued by our Company pursuant to the exercise of the Over-allotment
Option
“OIR Legal Advisors” Commerce & Finance Law Offices, the legal advisors of our
Company as to the U.S. Outbound Investment Rule
“Ordinary Shares” or “Shares” prior to the Listing, ordinary shares in the share capital of our
Company with a par value of US$0.00001 each; upon the Listing,
ordinary shares in the share capital of our Company with a par value
of US$0.0001
“Overall Coordinators” or “Sponsor-
Overall Coordinators”
China International Capital Corporation Hong Kong Securities
Limited and China Merchants Securities (HK) Co., Limited
“Over-allotment Option” the option expected to be granted by our Company to the International
Underwriters, exercisable by the Overall Coordinators (on behalf of
–2 1–


--- page 31 ---
DEFINITIONS
the other International Underwriters), pursuant to which we may be
required to issue up to an aggregate of 3,981,000 additional Shares
(representing 15% of the Offer Shares initially being offered under
the Global Offering) to cover over-allocations in the International
Offering, if any, details of which are described in “Structure of the
Global Offering—The International Offering—Over-allotment
Option”
“PRC Legal Advisor” Tian Yuan Law Firm, being the legal advisor to our Company as to
the PRC laws
“Pre-IPO Investments” the pre-IPO investments in our Company undertaken by the Pre-IPO
Investors, details of which are set out in the section headed “History,
Reorganization and Corporate Structure—Pre-IPO Investments”
“Pre-IPO Investor(s)” holders of the preferred shares of our Company, detailed list of which
are set forth in the section headed “History, Reorganization and
Corporate Structure—Pre-IPO Investments”
“Pre-IPO Share Option Scheme” The Pre-IPO share option scheme adopted by our Company, as
amended, the principal terms of which are set out in the section
headed “Statutory and General Information—D. Share Incentive
Scheme—1. Pre-IPO Share Option Scheme” in Appendix IV
“Preferred Share(s)” preferred shares(s) in the share capital of our Company, including the
series A preferred shares, series A+ preferred shares, series B
preferred shares, series B+ preferred shares, series C preferred shares,
series C-1 preferred shares, series D-1 preferred shares and series D-2
preferred shares of our Company
“Proxy Investor(s)” certain investors who entered into voting agreements and deeds with
Ms. Yang, details of which are set out in the section headed
“Relationship with our Controlling Shareholders”
“Qingsongchou Network” Beijing Qingsongchou Network Technology Co., Ltd. (
̏ԯჀᕦᘪၣ
ʮ̡), a limited liability company incorporated under the
laws of the PRC on September 19, 2014, and an indirect wholly
owned subsidiary of our Company
“Qingsong Baikang” Beijing QingSong Baikang Information Technology Co., Ltd. (
̏ԯჀ
ʮ̡), a limited liability company established under
the laws of the PRC on June 28, 2023, and an indirect wholly owned
subsidiary of our Company
“Qingsong HK” QingSong Hong Kong Limited (
ʮ̡) (formerly known
as QingSongChou Hong Kong Limited), a limited liability company
incorporated under the laws of Hong Kong on November 21 ,2014,
and an direct wholly owned subsidiary of our Company
“Qingsong Health” Beijing Qingsong Health Network Technology Co., Ltd. (
̏ԯჀᕦ਄
ʮ̡) (formerly known as Beijing Quantum Qingsong
Technology Co., Ltd. (ʮ̡)), a limited liability
company incorporated under the laws of the PRC on December 13,
2018, and an indirect wholly owned subsidiary of our Company
–2 2–


--- page 32 ---
DEFINITIONS
“QingSongBao” Guangdong QingSongBao Insurance Brokerage Co., Ltd. (ڭ
ʮ̡) (formerly known as Guangdong Hong Guangan
Insurance Brokerage Co., Ltd. (ʮ̡), a
limited liability company incorporated under the laws of the PRC on
June 24, 2011, and an indirect wholly owned subsidiary of our
Company
“Qingsong Ningkang” Beijing Qingsong Ningkang Information Technology Co., Ltd. (
̏ԯ
ʮ̡) (formerly known as Beijing Zhonglang
Pingkang Information Technology Co., Ltd. (ҦஔϞ
ʮ̡), a limited liability company incorporated under the laws of
the PRC on January 8, 2024, and an indirect wholly owned subsidiary
of our Company
“Qingsong Pingkang” Beijing Qingsong Pingkang Technology Co., Ltd. (
Ҧ
ʮ̡), a limited liability company incorporated under the laws of
the PRC on June 29, 2023 and deregistered on October 8, 2024, and a
previous indirect wholly owned subsidiary of our Company
“Qingsong Yikang” Beijing Qingsong Yikang Information Technology Co. Ltd. (
̏ԯჀᕦ
ʮ̡), a limited liability company established under
the laws of the PRC on February 26, 2015, and an indirect wholly
owned subsidiary of our Company
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration Committee” the remuneration committee of the Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” the Securities and Futures Ordinance Chapter 571 of the Laws of
Hong Kong, as amended, supplemented or otherwise modified from
time to time
“Shareholder(s)” holder(s) of Shares
“Share Consolidation” the consolidation of every ten (10) issued and unissued Shares into
one (1) Share, which are set forth in detail in “History,
Reorganization and Corporate Structure” section in this prospectus
“Share Re-Classification” the reclassification of every one (1) of the issued and unissued
Preferred Shares into one (1) Ordinary Share, which are set forth in
detail in “History, Reorganization and Corporate Structure” section in
this prospectus
“Stabilizing Manager” China International Capital Corporation Hong Kong Securities
Limited
“Stock Borrowing Agreement” the stock borrowing agreement to be entered into between the
Stabilizing Manager and QingSongChou Holdings Corporation on or
around December 19, 2025
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeovers Code” the Code on Takeovers and Mergers issued by the SFC, as amended,
supplemented or otherwise modified from time to time
–2 3–


--- page 33 ---
DEFINITIONS
“Tianjin Gelinkaite” Tianjin Gelinkaite Information Technology Co., Ltd. (ڦ
ʮ̡), a limited liability company established under the
laws of the PRC on April 5, 2017, and an indirect wholly owned
subsidiary of our Company
“Track Record Period” the period consisting of the three financial years ended December 31,
2024 and the six months ended June 30, 2025
“Underwriters” the Hong Kong Underwriters and the International Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International
Underwriting Agreement
“U.S.” or “United States” the United States of America, its territories and possessions, any State
of the United States, and the District of Columbia
“U.S. Securities Act” the United States Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder
“US$” or “US dollar” United States dollars, the lawful currency of the United States
“VAT” the PRC value-added tax
“Voting Proxy Arrangement” the voting proxy arrangements entered into between Ms. Yang and
certain other Shareholders. See “Relationship with Our Controlling
Shareholders” for details
“White Form eIPO ” the application process for Hong Kong Offer Shares with applications
issued in applicant’s own name and submitted online through the
designated website of the White Form eIPO Service Provider at
www.eipo.com.hk
“White Form eIPO Service Provider” Computershare Hong Kong Investor Services Limited
“Zhongyi Hulian” Beijing Zhongyihulian Network Technology Co., Ltd. (
̏ԯ଺จʝᑌ
ʮ̡) a limited liability company incorporated under the
laws of the PRC on October 13, 2020, and our previous consolidated
affiliated entity under the contractual arrangements
Translated English names of Chinese natural persons, legal persons, governmental authorities, institutions
or other entities for which no official English translation exists are unofficial translations for identification
purposes only. If there is any inconsistency, the Chinese names shall prevail.
In this prospectus, the terms “associate,” “close associate,” “core connected person,” “connected
person,” “connected transaction,” “controlling shareholder,” “subsidiary” and “substantial shareholder” shall
have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
–2 4–


--- page 34 ---
GLOSSARY
This glossary contains certain technical terms used in this prospectus in connection with us and our
business. Such terms and their meaning may not correspond to standard industry definitions or usage.
“AI” artificial intelligence, the ability of a machine or computer system to
perform tasks that typically require human intelligence
“CAGR” compound annual growth rate
“CRO” contract research organization
“EDC” electronic data capture, a computerized system designed for the
collection and management of clinical research data in electronic
format for use in clinical trials and medical studies
“first-year premium” or “FYP” the total amount of premium received from first-year insurance
policies sold during a specific period
“Greater Bay Area” the Guangdong-Hong Kong-Macau Greater Bay Area, which is a
megapolis, consisting of nine cities and two special administrative
regions in South China
“gross written premium” the total amount of premiums collected by an insurance company
during a given period before any discounts or refunds are taken into
account
“insured” person(s) covered by the insurance policy, who may be different from
the insurance policyholder
“large language model” or “LLM” a machine learning model that uses deep learning to perform natural
language processing tasks
“our active user” a user who logs in or performs actions such as browsing or
completing transactions in a given year; if a user uses multiple
devices that accessed our platform, it is counted as multiple users; an
active user may be converted into our customer
“our customer” an entity or individual that had purchased our services, including
primarily, during the Track Record Period, (1) individuals and
corporate customers (primarily comprising pharmaceutical companies
and our insurer partners) for Healthcare-related Services and;
(2) insurer partners for Insurance-related Services
“our insurance policyholder” a person who has purchased and owns at least one insurance policy
sold through our platform
“our insurer partner” an insurance carrier that subscribes to our services
“our registered user” a user account registered on our platform, who may be converted to
our customer
“PI” principal investigator, the lead researcher responsible for preparing,
conducting and administering a clinical research project or study
“purchase conversion rate” the percentage obtained by dividing the number of users that made a
purchase of our insurance products in a given period by the total
number of our active users in the same period
“visit” the total number of times a service session is visited; the same user
visiting multiple times will be counted each time
–2 5–


--- page 35 ---
FORWARD-LOOKING STATEMENTS
We have included in this prospectus forward-looking statements. Statements that are not historical facts,
including statements about our intentions, beliefs, expectations or predictions for the future, are forward-
looking statements.
This prospectus contains forward-looking statements that are, by their nature, subject to significant risks and
uncertainties, including the risk factors described in this prospectus. Forward-looking statements can be
identified by words such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,”
“intend,” “plan,” “continue,” “seek,” “estimate” or the negative of these terms or other comparable terminology.
Examples of forward-looking statements include, but are not limited to, statements we make regarding our
projections, business strategy and development activities as well as other capital spending, financing sources, the
effects of regulation, expectations concerning future operations, margins, profitability and competition. The
foregoing is not an exclusive list of all forward-looking statements we make.
Forward-looking statements are based on our current expectations and assumptions regarding our business,
the economy and other future conditions. We give no assurance that these expectations and assumptions will
prove to have been correct. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict. Our results may differ materially
from those contemplated by the forward-looking statements. They are neither statements of historical fact nor
guarantees or assurances of future performance. We caution you therefore against placing undue reliance on any
of these forward-looking statements. Important factors that could cause actual results to differ materially from
those in the forward-looking statements include regional, national or global political economic, business,
competitive, market and regulatory conditions and the following:
• our business prospects;
• our business strategies and plans to achieve these strategies;
• future developments, trends and conditions in and competitive environment for the industries and
markets in which we operate;
• general economic, political and business conditions in the markets where we operate;
• our financial condition and performance;
• our capital expenditure plans;
• changes to the regulatory environment, policies, operating conditions of and general outlook in the
industries and markets in which we operate;
• our expectations with respect to our ability to acquire and maintain regulatory licenses or permits;
• the amount and nature of, and potential for, future development of our business;
• the actions of and developments affecting our competitors; and
• certain statement in the sections headed “Risk Factors,” “Industry Overview,” “Regulations,”
“Business,” “Financial Information,” “Relationship with Our Controlling Shareholders” and “Future
Plans and Use of Proceeds” with respect to trends in interest rates, foreign exchange rates, prices,
operations, margins, risk management and overall market trends.
Any forward-looking statement made by us in this prospectus speaks only as of the date on which it is made.
Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible
for us to predict all of them. Subject to the requirements of applicable laws, rules and regulations, we undertake
no obligation to update any forward-looking statement, whether as a result of new information, future
developments or otherwise. All forward-looking statements contained in this prospectus are qualified by
reference to this cautionary statement.
–2 6–


--- page 36 ---
RISK FACTORS
Investment in our Shares involves significant risks. You should carefully consider all of the information in this
prospectus, including the risks and uncertainties described below, before deciding to invest in our Shares. The
following is a description of what we consider to be our material risks. Any of the following risks could have a
material adverse effect on our business, results of operations, financial condition and growth prospects. In any such
case, the market price of our Shares could decline, and you may lose all or part of your investment.
These factors are contingencies that may or may not occur, and we are not in a position to express a view
on the likelihood of any such contingency occurring. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial may also affect our business and results of operations.
Our business and operations involve certain risks and uncertainties, many of which are beyond our control.
These risks can be broadly categorized into (1) risks relating to our business and industry, (2) risks relating to
conducting business in China, and (3) risks relating to the Global Offering.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
Our business is dependent on the strength of our brand. Events that damage our brand could materially
harm our business, financial condition and results of operations.
We believe that the recognition and reputation of our brand has been indispensable to the success of our
business. Negative publicity concerning us, our brands, products and services, our Shareholders, affiliates,
directors, employees and business partners, as well as the industries in which we operate and our discontinued
operations, regardless of its accuracy, could adversely affect the perception of our brand among our users,
customers, business partners and the general public. Negative publicity concerning the foregoing may implicate a
wide array of matters, including, but not limited to:
• adverse associations with the third-party branded products promoted or sold through our online health
mall, including with respect to their quality, effectiveness or side effects;
• infringement against our trademarks or trade names;
• lawsuits, regulatory investigations, fines and penalties against us or otherwise relating to products or
services available on our platform;
• adverse publicity and disputes over the contents available on our platform;
• complaints and questions about, and challenges over, our services, business model and operations;
• security breaches on our platform and privacy concerns related to our data protection practice;
• alleged misconduct or other improper activities committed by us, our directors, officers or employees
or our business partners; and
• government and regulatory inquiries, investigations or penalties resulting from the failure by us, our
directors, officers or employees or our business partners to comply with applicable laws and
regulations.
In addition, there has been a prevalent use of social networking platforms in China, including instant
messaging applications, social media websites and other forms of internet-based communication tools that
provide individuals with access to a broad audience. The availability of information on these social networking
platforms is virtually immediate, as is its impact, affording us no opportunity for redress or correction. As a
result, the risks associated with any such negative publicity or incorrect information cannot be eliminated. If we
are unable to maintain our reputation, enhance our brand recognition or increase positive awareness of our online
platform, services and products, it may be difficult to maintain and grow our user base, and our business and
growth prospects could be materially and adversely affected.
–2 7–


--- page 37 ---
RISK FACTORS
If we fail to retain and expand our user base or convert user purchase, our business, financial condition
and results of operations could be harmed.
We have experienced significant user growth since we commenced operations; however, we may not be
able to maintain this growth, and our user base could shrink over time. Our success will depend to a substantial
extent on the willingness of users to use and to increase the frequency and extent of their utilization of our
services. Our ability to attract new users and retain existing users depends, in large part, on our ability to
maintain their trust in our platform, stay abreast of their preferences and provide competitive services and
products. In order to do so, we may be required to incur significantly higher marketing expenses, costs related to
improving our services and products, and lower margins. If we fail to remain competitive on user experience,
service and product pricing, and the scope of service and product offerings, our ability to grow our business and
generate revenue by retaining existing users and attracting new ones may be adversely affected. We have
experienced in the past, and may continue to experience, negative publicity concerning dissatisfactory user
experiences related to various aspects of our services, such as customer support and complaint handling issues,
due to the nature of our business which deals with a large number of individual users. Any future failure to
prevent similar issues or to meet evolving customer expectations could damage our reputation, negatively affect
our ability to retain existing users, and lead to regulatory scrutiny. While we have implemented enhanced sales
protocols and complaint handling procedures, these measures may not be sufficient to prevent future issues,
which could adversely affect our business operations and financial position.
There are many factors that could negatively affect our ability to grow and monetize our user base,
including, among other things, our ability to:
• use social networking platforms, digital app stores, search engines, content-based online advertising,
and other online sources to cost-effectively generate traffic to our platform;
• monetize user or customer trust on our platform and services;
• cross-promote our services and products, including the effective conversion of user traffic between the
two pillars of our solutions;
• offer services and products that appeal to existing and potential users;
• avoid reputational harm to our brand resulting from negative publicity, regardless of its accuracy or
merits;
• prevent disruptions to our technology infrastructure, which may cause difficulty in installing and
updating our mobile apps and otherwise accessing our services and products; or
• address user concerns regarding the content, privacy and security of our platform.
If our ability to achieve any of the foregoing is compromised or hampered, we could fail to grow or
monetize our user base as we anticipate, or at all, which in turn could materially and adversely affect our
business, financial condition and results of operations. We could also be forced to increasingly rely on other
more aggressive marketing strategies to grow our revenue, such as advertisements and user acquisition services
on other user traffic channels, which could be less effective and substantially more expensive. As a result, we
could incur significantly more marketing expenses and fail to achieve comparable monetization results, in which
case our business, financial condition and results of operations could be materially and adversely affected.
Our limited operating history, changing service mix and evolving business model make it difficult to
evaluate our business and prospects, and our historical growth rate may not be indicative of our future
performance.
Our service offerings and business model have been constantly evolving. We launched our Insurance-
related Services by selling our first insurance policy online in December 2016, and since then, have cultivated a
highly engaged, health conscious user base, which represents a prospective target group of individuals with
heightened awareness and interest in a wider range of non-insurance healthcare solutions. We sequentially
launched various non-insurance services grouped under our Healthcare-related Services to monetize our then
–2 8–


--- page 38 ---
RISK FACTORS
established user base during the Track Record Period. In particular, in late 2023, we introduced and put strategic
focus on our digital marketing (market education services) and digital medical research assistance services,
which had relatively lower gross profit margins compared to our other services. Our historical growth rate may
not be indicative of our future performance, and our limited operating history, changing service mix and evolving
business portfolio make it difficult to draw an exact period-over-period comparison on our business, financial
condition and results of operations as a whole. The historical revenue contribution from each of our business
lines may not be indicative of their future performance, and these business lines have had, and may continue to
have, different profit margin profiles. More specifically, our market education and digital medical research
assistance services generally have lower gross profit margins compared to our other service offerings. This is
primarily due to higher operational costs associated with delivering these specialized services, including
expenses incurred from producing professional content, engaging experts, conducting research activities, and
compliance with regulatory requirements. Consequently, if there is an increase in demand for these lower-margin
services relative to our higher-margin offerings, our overall gross profit margin and profitability could be
adversely affected. Moreover, our ability to scale these services efficiently might be constrained due to their
inherently lower margin profile, potentially impacting our financial condition and results of operations. Any
shifts in user preferences toward market education and digital medical research assistance services without
corresponding efficiency improvements, price adjustments, or effective cost control measures could exacerbate
margin pressure, hindering our ability to achieve or maintain profitability targets.
Our relatively short operating history, constantly evolving service offerings and the emerging and dynamic
characteristics of the industries in which we operate, make it difficult to assess our prospects or forecast our
future results. In addition, as our business develops and in response to competition and changes in the industry
landscape, regulatory environment and macroeconomic conditions, we may continue to introduce new services
and products, improve our existing services and products or discontinue any existing ones for strategic purposes,
or optimize our current business model. Any of such modifications or changes may have a material adverse effect
on our business, financial condition, results of operations and prospects, as we cannot assure you that we may be
able to achieve the expected results for any such changes. These risks and challenges include our ability to,
among other things:
• accurately forecast our revenue and plan our operating expenses;
• expand our user base and increase purchase conversion of our users;
• provide diversified and distinguishable services and products and achieve market acceptance;
• increase our market share in existing industries and expand into new industries;
• navigate an evolving regulatory environment; and
• anticipate and adapt to evolving market conditions, including technology developments and changes in
the competitive landscape.
If we fail to address any or all of these risks and challenges, our business, financial condition, results of
operations and prospects may be materially and adversely affected.
We incurred net losses, net liabilities, net current liabilities and net cash outflow from operating activities
in the past and may not be able to stay profitable in the future.
We had net loss from continuing operations of RMB9.1 million in 2022. We recorded net liabilities of
RMB1,240.7 million, RMB1,197.9 million, RMB1,218.5 million and RMB1,131.3 million as of December 31,
2022, 2023 and 2024 and June 30, 2025, respectively, and net current liabilities of RMB1,259.2 million,
RMB1,292.4 million, RMB1,316.9 million and RMB1,158.6 million as of December 31, 2022, 2023 and 2024
and June 30, 2025, respectively. However, we recorded net profit from continuing operations of RMB97.2
million, RMB9.0 million, RMB14.6 million and RMB86.0 million in 2023, 2024 and the six months ended
June 30, 2024 and 2025, respectively, and net cash generated from operating activities of RMB57.2 million,
RMB7.8 million, RMB83.8 million, RMB45.9 million and RMB52.4 million in 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025, respectively. We cannot assure you that we will be able to continue to
achieve profitability and positive operating cash flow in the future, which will depend in large part on our ability
–2 9–


--- page 39 ---
RISK FACTORS
to control costs and expenses and manage our growth effectively. We anticipate that our operating costs and
expenses will increase in the foreseeable future as we continue to grow our business, acquire new customers and
further develop our service and product offerings and increase brand recognition. These efforts may prove more
costly than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to override the
growth of our costs and expenses.
There are other factors that could negatively affect our financial condition. For example, if we fail to
compete successfully with our existing or potential competitors, or if our tailor-made insurance products are not
accepted by the market as we expect, we will receive lower-than-expected insurance brokerage income, and our
financial results will be adversely affected. If regulatory authorities promulgate new laws, regulations and
regulatory requirements that limit our business operations, especially with regards to our fee or cost model, our
results of operations will suffer. In addition, any share-based compensation that we may grant in the future may
result in significant share-based compensation expenses to us. As a result of the foregoing and other factors, our
net profit margins may decline or we may incur net losses again in the future and may not be able to maintain
profitability on a quarterly or annual basis.
Our business may be negatively affected if we fail to maintain stable relationship with our business
partners.
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we generated RMB59.8 million,
RMB155.4 million, RMB616.9 million, RMB203.5 million and RMB503.3 million, from our Healthcare-related
Services, accounting for 15.2%, 31.7%, 65.3%, 57.3% and 76.7% of our total revenue in the same periods,
respectively. We rely on healthcare service providers, such as early disease screening and physical examination
service providers, to deliver the healthcare services and products distributed on our platform and provide our
customers with one-stop shop experience and holistic healthcare management services. Stable relationships with
our healthcare service providers are essential for us to obtain quality services for our customers at a competitive
price. If our relationships with our partnered healthcare service providers deteriorate, we may be unable to
procure services from these healthcare service providers at a competitive price or at all, and we cannot assure you
that we will be able to find replacements for these healthcare service providers within a reasonable time and
under commercially reasonable terms or at all, in which case our business, financial condition and results of
operations could be materially and adversely affected.
Our Insurance-related Services, first launched in December 2016, contributed to a substantial portion of our
revenue during the Track Record period. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025,
81.5%, 66.7%, 34.0%, 41.6% and 22.9% of our total revenue was attributable to our Insurance-related Services ,
and we expect them to continue to contribute to a substantial portion of our revenue. Our arrangements with our
insurer partners are typically not exclusive, and they may have similar arrangements with our competitors. If our
relationships with insurer partners deteriorate due to various reasons, they may terminate their relationships with
us and decide to cooperate with our competitors, which could materially and adversely affect our business,
financial condition and results of operations.
If we cannot continue to maintain good relationships with these insurer partners, offer insurance products
that appeal to our users for any reason, or the popularity of these products decline, our revenue from insurance
brokerage fees could decrease and our financial condition and results of operations could be materially and
adversely affected. Further, we may fail to jointly develop and optimize health insurance products with insurer
partners to meet the diversified and evolving healthcare needs of our users, or we may make false prediction on
the future trend, which will cause the insurance products to be less appealing to insurance purchasers.
Additionally, if our insurer partners fail to properly fulfill their obligations as insurers under the insurance policies
sold on our platform, insurance policyholders may lose faith in our platform. If our insurer partners or the reinsurance
companies they partner with become insolvent, our insurance policyholders may not be able to realize the protection
expected from the insurance policies, which could negatively affect our reputation and results of operations.
Moreover, we are exposed to concentration risk with our major customers and suppliers. In 2022, 2023,
2024 and the six months ended June 30, 2025, revenue generated from our top five customers accounted for
75.4%, 71.7%, 65.6% and 65.9% of our total revenue, respectively, and purchases from our top five suppliers
accounted for 41.9%, 36.1%, 70.1% and 77.4% of our total purchases in the same periods, respectively. In
particular, we are exposed to potential concentration risk with our major customers for our digital marketing
–3 0–


--- page 40 ---
RISK FACTORS
(market education services). In 2023, 2024 and the six months ended June 30, 2025, revenue generated from our
top five customers for our digital marketing (market education services) was RMB22.8 million,
RMB435.7 million and RMB410.9 million. If we cannot maintain collaborative relationship with these customers
and suppliers, or we cannot find alternative customers or suppliers with comparable level of collaboration, our
business, financial condition and results of operations may be adversely affected.
Our introduction and use of AI may not be successful and may present business, compliance, and
reputational challenges which could lead to operational or reputational damage, competitive harm, legal
and regulatory risk, and additional costs, any of which could materially and adversely affect our business,
financial condition, and results of operations.
We have incorporated, and expect to continue to incorporate, AI and big data capabilities to deliver our
services for our daily operation, and this incorporation of AI in our business and operations may become more
significant over time.
As with most emerging technologies, AI comes with its own set of risks and challenges that could affect its
adoption and our business. AI algorithms may be flawed, and the data used could be incomplete or biased.
Inappropriate or controversial data practices, by us or by others, could impair our AI powered services. As a
result, our AI-generated health-related contents may contain contents that are misleading to our users. If we
cannot timely detect or correct such mistakes, our reputation may be harmed, and our business, financial
condition and results of operations may be adversely affected. Should our AI-based service offerings become
controversial due to their effects on human rights, privacy, employment, or other social matters, we risk
reputational harm or legal repercussions. While the generative AI technology has the potential to streamline
content creation processes and reduce costs, there may be significant upfront investments required for businesses
to integrate generative AI into our service offerings.
Additionally, there are uncertainties around the ownership and intellectual property protection of AI
generated content (“AIGC”). If we are unable to obtain any needed authorization or licenses for using AIGC
tools, whether due to failure to identify the rights holder or any other reason, we might infringe on others’ rights
and encounter claims. Such third-party infringement claims might lead to monetary claims, increasing licensing
or usage fees or less content for our users.
The regulatory and legal framework on generative AI is constantly evolving. On November 25, 2022, the
Cybersecurity Administration of the PRC (“CAC”), the Ministry of Industry and Information Technology of the
PRC (“MIIT”) and the Ministry of Public Security jointly issued the Administrative Provisions on Deep
Synthesis of Internet Information Services, which became effective on January 10, 2023. According to these
provisions, no organization or individual may use deep synthesis services to produce, reproduce, release or
disseminate information prohibited by laws and administrative regulations, or to engage in activities prohibited
by laws and administrative regulations that endanger national security and interests, damage the national image,
infringe upon social public interests, disrupt the economic and social order or undermine the legitimate rights and
interests of others. Additionally, the providers of deep synthesis services shall, among other things, establish and
maintain management systems for algorithmic mechanism review, data security and personal information
protection. On July 10, 2023, the CAC, the National Development and Reform Commission (“NDRC”), the
Ministry of Education, the Ministry of Science and Technology, the MIIT, the Ministry of Public Security and
the State Administration of Radio and Television jointly published the Provisional Administrative Measures for
Generative Artificial Intelligence Services, which took effect on August 15, 2023. These measures provide,
among others, that any providers of generative AI products with public opinion attributes or social mobilization
capabilities shall conduct security assessment in accordance with relevant regulations, and complete the filing
procedures in accordance with the Administrative Provisions on Internet Information Service Algorithm
Recommendation. See “Regulations—Regulations on Artificial Intelligence Technologies” for details. However,
since these laws and regulations are still relatively new and their interpretation and implementation are still
subject to changes, there remain uncertainties whether we are required to complete such security assessment and
filing for large language models, and if so, we cannot assure you whether we will be able to comply with the
requirements of such laws and regulations or complete additional registrations and filings in a timely manner or
at all. If we are unable to complete all necessary filings and/or assessments, or to comply with applicable laws
and regulations, or if we have any dispute with any third party relating to intellectual property or data security,
our reputation, business operation and financial condition may be materially and adversely affected.
–3 1–


--- page 41 ---
RISK FACTORS
We may be held liable for information displayed on, retrieved from or linked to our platform, which may
adversely affect our business and results of operations.
Under our digital marketing (market education services), we execute public education initiatives funded by
various pharmaceutical and healthcare companies and institutions to enhance the general public’s healthcare
literacy. China has enacted laws and regulations governing internet access and the distribution of products, services,
news, advertisements, information, audio-video program s and other information through the internet. Under PRC
laws, we are required to monitor contents available on our platform for items deemed to be factually incorrect or
defamatory, and promptly take appropriate actions with respect to such items. Sometimes, it is not apparent as to
whether a piece of information is factually incorrect or involved other types of illegality, and it may be difficult to
determine the type of content that may expose us to liabilities. We implement measures to review medical
knowledge information and marketed information pursuant to the relevant laws and regulations and our internal
guidelines before they are published on our platform. We also require the medical professionals we collaborate with
to refrain from making any false statements or other misleading claims in their communications on our platform.
However, such measures may not be effective, and we may still face potential legal liabilities in relation to the
academic medical contents on our platform, regardless of whether such contents are developed in collaboration with
or funded by pharmaceutical and healthcare companies and institutions, authorized reproductions obtained from
third parties or prepared by our own content production team. Our burden to administer the content may be
exacerbated as we gradually introduce more features and functions to our platform. If we are found to be liable, we
may be subject to fines, have our relevant business operation licenses revoked, or be prevented from operating our
websites or mobile interfaces in the PRC. In addition, we provide online and offline marketing services, including
advertisements placement, product promotion, brand branding and promotional campaigns. Under PRC advertising
laws and regulations, we are obligated to monitor our advertising and promotional content to ensure that such
content is true and accurate and in full compliance with applicable laws and regulations. In addition, medical
advertisements are required to be reviewed by the relevant authorities before they are published. Violation of these
laws and regulations may subject us to penalties, including fines, confiscation of our advertising income, orders to
cease dissemination of the advertisements and orders to publish an announcement correcting the misleading
information.
Besides, the PRC government extensively regulates the internet industry, and these internet-related laws and
regulations are relatively new and evolving, and their interpretation and enforcement are subject to changes. As a
result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in
violation of applicable laws and regulations.
Furthermore, our reputation may be harmed and we may be subject to claims brought against us as a result
of the information we provide. Healthcare professionals and patients access information through contents
published on our platform. If such information contains inaccuracies or any use or misuse of such information by
healthcare professionals or patients results in any personal injury or death, we may be subject to claims brought
against us by users for any damages caused by such inaccuracies or such use or misuse of the information on our
platform. We could be required to spend significant amounts of time and money to defend ourselves against any
such claims. In addition, our business is based on establishing the reputation of our services as trustworthy and
reliable sources of healthcare education. Allegations of impropriety or inaccuracy, even if unfounded, could
therefore harm our reputation and business.
We rely on third-party healthcare partners to conduct early disease screening sessions. If they do not
satisfactorily perform their services, our business and reputation could be harmed.
We rely on third-party healthcare partners to conduct early disease screening sessions. As such, we have
limited control over the quality of work and performance of our third-party healthcare partners in delivering these
sessions. They may breach contractual arrangements, subjecting us to claims and liabilities that could affect our
business operations. Our screening service healthcare partners obtain and review necessary licenses required to
conduct the screening services and the respective medical device registration certificate for the supplied device.
Our healthcare partners and their relevant equipment and service suppliers may not be able to obtain, review or
renew their licenses or certificates in a timely manner, and our screening services may be subject to delays or
interruptions. Additionally, we conduct our early disease screening related promotion and consultancy services to
expand our customer base. If issues arise, our reputation may be harmed, and we may lose users and customers.
Therefore, if third-party healthcare partners do not satisfactorily carry out their contractual duties or obligations,
our early disease screening related promotion and consultancy services may be delayed or terminated, which
would harm our business and reputation.
–3 2–


--- page 42 ---
RISK FACTORS
We may become subject to service or product liability claims arising from our integrated health service
packages.
We are exposed to risks of service or product liability claims arising from our integrated health service
packages. Claims, user complaints or administrative penalties may arise if any of the services or products are
deemed or proven to be unsafe, ineffective or defective. In addition, in the event that any use or misuse of the
services or products we sell results in personal injury, suicide or death, liability claims may be brought against us
for damages. If we are unable to defend ourselves against such claims, we may be subject to civil liabilities for
physical injury, death or other losses caused by our products, criminal liabilities, and the revocation of our
business licenses or relevant permits. In addition, we may be required to suspend sales or cease sales of the
relevant products. Any such liability claims made against us could cause negative publicity, impairment of users’
confidence in us and significant decrease in sales volume, all of which would have a material adverse effect on
our business, financial condition, results of operations and reputation.
If we are unable to maintain the relevance and credibility of our market education information, our
business and results of operations could suffer.
Our business is in part dependent on our ability to make available current, relevant and reliable health-
related information that meets our users’ needs. Our ability to do so depends on our ability to hire and retain
qualified editors, license accurate and relevant information from third parties and monitor and respond to changes
in user interest. We cannot assure you that we will be able to continue to develop or acquire needed information
at a reasonable cost, that there will not be errors or omissions in our developed or licensed information, or that
our competitors will not obtain exclusive access to or develop information that users consider superior to ours.
Further, the credibility of our health-related information is dependent in large part on our users’ continued
perception of us as independent from other healthcare industry participants. If our users believe that we are too
closely associated with such industry participants, the credibility of our health-related information will diminish.
We cannot assure you that our users will view our information as sufficiently unbiased. If any of these risks
materialize for any reason, the value of the information and services that we offer would diminish. As a result,
we may be unable to attract new users and retain existing users and our results of operations and financial
condition may be negatively affected.
Any third-party misconduct or inappropriate content in relation to our digital marketing (market
education services) may adversely impact our reputation, business and results of operations.
We execute market education initiatives to enhance the general public’s healthcare literacy. The contents on
our platform cover a broad range of health related topics, addressing common health concerns, such as chronic
diseases, mental health and nutrition, as well as certain other selected topics, such as various types of tumors. We
cannot guarantee the accuracy or completeness of our market education information. Furthermore, due to the
difficulty in controlling user behavior, the educational content may be misused or misunderstood by users,
potentially causing harm. Any third-party misconduct, including instances where our third-party experts deliver
inaccurate information in the contents on our platform, or inappropriate content may adversely impact our
reputation, business and results of operations.
If we fail to source, design and develop insurance products catering to the evolving needs of insurance
policyholders, we may not be able to retain existing insurance policyholders or attract new insurance
purchasers to our platform.
We have derived, and expect to continue to derive in the near future, a substantial portion of our revenue
from our Insurance-related Services . The future growth of our Insurance-related Services depends on our ability
to continue to attract new insurer partners and generate more revenue from existing insurer partners. We must
stay abreast of emerging customer preferences and product trends that will appeal to existing and prospective
insurer partners. Our platform pushes and cross-promotes personalized recommendations of insurance products
to prospective insurance purchasers especially existing users that have already accessed certain other aspects of
our business, such as Healthcare-related Services and we offer them a suite of services to ensure a smooth and
efficient insurance experience. Leveraging our market insights and big data analytical capabilities, we also
develop insurance products in collaboration with our insurer partners to meet the evolving needs of insurance
purchasers, particularly with a view to alleviate their financial burdens to care for critical illnesses. However, we
cannot assure you that the insurance products that we design and develop together with our insurer partners will
–3 3–


--- page 43 ---
RISK FACTORS
cater to the needs of existing or prospective insurance purchasers or remain marketable for as long as we expect.
If potential insurance purchasers cannot find their desired products on our platform at attractive prices and terms,
or find their experience with us dissatisfactory, they may lose trust in us and turn to other platforms for their
insurance needs, which in turn may materially and adversely affect our business, financial condition and results
of operations.
If third-party marketing agents fail to provide secure, reliable and satisfactory services, or if we fail to
maintain or expand our relationship with these marketing agents, our business, financial condition and
results of operations may be materially and adversely affected.
We rely on third-party marketing agents to facilitate insurance product sales. These agents mainly include
insurance brokers or agents, and traffic acquisition and promotion channels. We engage these marketing agents
to promote the sales of insurance products from our insurer partners. However, if the marketing agents fail to
provide secure, reliable, cost-effective, and satisfactory services, our business operations may be disrupted, and
our ability to attract customers could be harmed. Additionally, if any of the marketing agents cease offering their
services, we may not be able to find alternative marketing agents willing to provide similar services on
commercially reasonable terms in a timely manner, or at all. Any interruption or discontinuation of our
cooperative relationship with these agents may materially and negatively impact our ability to serve our
customers, and such circumstances could have a material and adverse effect on our business, financial condition
and results of operations.
We are dependent on our customers’ spending on and demand for our digital medical research assistance
services. A reduction in customer spending or demand and failure to provide high quality services to
customers could have a material adverse effect on our business.
The success of our digital medical research assistance services depends primarily on the number and size of
service contracts with our customers, primarily pharmaceutical companies. We have benefited from an increased
demand for our services as a result of the continued customer demand for research assistances for their drug
development. A slowing or reversal of any of these trends could have a material adverse effect on the demand for
our services.
In addition to the foregoing industry trends, our customers’ willingness and ability to utilize our services are
also subject to, among other things, their own financial performance, changes in their available resources, access
to capital, their decisions to acquire in-house research capacity, their spending priorities, their budgetary policies
and practices, and their need to develop new products, which, in turn, are dependent upon a number of factors,
including their competitors’ research, development and product initiatives and the anticipated market uptake, and
clinical and reimbursement scenarios for specific products and therapeutic areas. We may experience reduction
in spending by customers due to the lack of sufficient funding. In addition, consolidation in the industries in
which our customers operate may also impact such spending as customers integrate acquired operations,
including R&D departments. Any reduction in customer spending on digital medical research assistance services
as a result of these and other factors could have a material adverse effect on our business, results of operations
and financial condition.
The digital medical research assistance services we offer are highly customized, exacting and complex.
Failure to deliver our digital medical research assistance services, including the patient enrollment services, to
the satisfaction of our customers may lead to increased costs, lost revenue, other customer claims, damage to and
possibly termination of existing customer relationships, and time and expense spent investigating the cause,
which may impair our reputation and result in decline in customer demands for our services.
Changes in the industries that we operate in could negatively affect our business.
A substantial portion of our revenue is derived from our Healthcare-related Services and Insurance-related
Services and could be reduced by changes affecting the healthcare and insurance industries in general, especially
reductions of expenditures by our individual and corporate customers, which could result from, among other
things:
• government regulation or private initiatives that affect the manner in which healthcare providers
interact with patients, pharmaceutical companies and medical institutions, or other healthcare industry
participants, including changes in pricing or means of delivery of healthcare products and services;
–3 4–


--- page 44 ---
RISK FACTORS
• reductions in governmental funding for healthcare;
• the decrease in acceptance of the internet as an effective platform for disseminating healthcare and
insurance products.
• reductions by pharmaceutical companies on pharmaceutical R&D services;
• the decrease in per capita disposable income; and
• adverse changes in business or economic conditions affecting healthcare and insurance service
industries.
Our business will be harmed if business or economic conditions or government regulations result in the
reduction of purchases by our individual and corporate customers, the non-renewal of our service arrangements
with such customers, or the need to materially revise our offerings. Even if general expenditures by individual
and corporate customers remain the same or increase, developments in the healthcare and insurance service
industries may result in reduced spending in some or all of the specific segments of the market we serve or are
planning to serve. For example, purchase of our services could be affected by a decrease in the number of
healthcare products and services coming to market and changes in coverage of health insurance plans.
In addition, customer expectations regarding pending or potential industry developments may also affect
their budgeting processes and spending plans with respect to the services we provide. The healthcare and
insurance service industries have changed significantly in recent years and we expect that significant changes
will continue to occur. However, the timing and impact of developments in the healthcare and insurance service
industries are difficult to predict. We cannot assure you that the markets for our solutions will continue to exist at
current levels or that we will have adequate technical, financial and marketing resources to react to changes in
those markets.
Our insurance policyholders may decide to purchase insurance directly from insurance companies, which
would have a material adverse impact on our business, financial condition, results of operations and
prospects.
The advancement of financial technologies and the emergence of internet insurance products have led
insurance companies to increasingly exploring different approaches to reduce their reliance on intermediaries and
directly engage with insurance purchasers. By leveraging digital platforms and online sales channels, insurance
companies can directly access a broader insurance purchaser base at a low cost, thereby expanding their market
reach and enhancing their ability to attract and acquire insurance policyholders. The convenience and
transparency offered by these technologies may attract more insurance purchasers to consider purchasing
insurance directly from insurance companies. A rising number of traditional insurance companies have
established their own online platforms to sell internet insurance products directly to insurance purchasers. The
process of eliminating agencies as intermediaries could diminish our role as intermediaries and reduce the need
for our products and services, which could place us at a competitive disadvantage. Disintermediation could also
result in significant decrease in business volume and loss of revenue from our Insurance-related Services , which
could have a material adverse effect on our business, financial condition, results of operations and prospects.
We may fail to protect the confidential information of our users and other third parties or prevent
improper use or disclosure of such data, which could subject us to liabilities imposed by data privacy and
protection laws and regulations, negatively impact our reputation, and deter our customers from using our
platform.
Our platform generates and processes certain personal and other sensitive data provided by our users, and
we encrypt and desensitize certain personal information provided by users or third-party data providers before
transmitting such information to insurer partners or healthcare service providers with user consent. There are
numerous laws regarding privacy and the storing, sharing, use, disclosure and protection of personally
identifiable information and data. Specifically, personally identifiable and other confidential information is
increasingly subject to legislation and regulations in China and numerous foreign jurisdictions. The PRC
government authorities have enacted a series of laws and regulations relating to the protection of privacy and
personal information, under which internet service providers and other network operators are required to clearly
–3 5–


--- page 45 ---
RISK FACTORS
indicate the purposes, methods and scope of any information collection and usage, to obtain appropriate user
consent and to establish user information protection systems with appropriate remedial measures. However, this
regulatory framework for privacy issues in China and worldwide is currently evolving and is subject to changes
for the foreseeable future. See “—Our business involves collection, storage, processing and transmission of a
large amount of data and may be subject to complex and evolving regulations and oversight related to
cybersecurity, information security, privacy and data security. If we fail to comply with the relevant laws and
regulations, our business, results of operations and financial condition may be adversely affected.”
We cannot assure you that our existing privacy and personal protection system and technical measures will
be considered sufficient under applicable laws and regulations, and we cannot assure you that any
non-compliance incident relating to data privacy and protection laws can always be identified and rectified in
time or at all, and if we cannot identify and rectify such non-compliance in time, our business, financial condition
and results of operation may be adversely affected. We could also be adversely affected if regulatory regime in
China is expanded to require changes in business practices or privacy policies, or if the PRC governmental
authorities interpret or implement their legislation or regulations in ways that negatively affect our business
operations. In addition to laws, regulations and other applicable rules regarding privacy and privacy advocacy,
industry groups or other private parties may propose new and different privacy standards. Because the
interpretation and application of privacy and data protection laws and privacy standards are subject to changes, it
is possible that these laws or privacy standards may be interpreted and applied in a manner that is inconsistent
with our practices. Any inability to adequately address privacy concerns, even if unfounded, or to comply with
applicable privacy or data protection laws, regulations and privacy standards, could result in additional cost and
liability for us, damage our reputation, inhibit the use of our platform and harm our business.
Because the insurance brokerage income we earn on the sale of insurance products is based on premiums
and commission fee rates agreed upon between us and our insurer partners, any decrease in these
premiums or commission fee rates may have an adverse effect on our business, financial condition and
results of operations.
We have derived, and expect to continue to derive in the near future, a majority of our revenue from
insurance brokerage commission fees paid by the insurer partners for insurance products sold through our online
platform. The commission fee rates are set by insurer partners or negotiated between insurer partners and us, and
are based on the type of the insurance, the specific product, the sales channel of each order and our relationship
with each insurer partner. Commission fee rates and premiums can change based on the prevailing economic,
regulatory, taxation and competitive factors that affect our insurer partners. These factors, which are beyond our
control, include the capacity of insurer partners to place new business, the profits of insurer partners, the market
demand for insurance products, the availability of comparable products from other insurance companies at lower
costs, and the availability of alternative insurance products, such as government benefits and self-insurance
plans. In addition, the premium rates for certain insurance products are tightly regulated by the NFRA. Because
we do not determine, and cannot predict, the timing or extent of premium or commission fee rate changes, we
cannot predict the effect any of these changes may have on our business operations. Any decrease in premiums or
commission fee rates could materially and adversely affect our profitability.
We face various forms of competition, and if we fail to compete effectively, we may lose market shares and
our business, results of operations and prospects may be materially and adversely affected.
We face various forms of competition in each aspect of our business operations. We compete with the
market participants, including other online healthcare product and service platforms or insurance distributors, and
internet companies and traditional healthcare and insurance companies aiming to engage in online business, in
terms of the credibility of the platform, the extent of community outreach, and the efficacy of our products and
services. As the digital insurance service industry is fragmented, our Insurance-related Services compete with
numerous other insurance brokers and distribution channels in terms of established brand name, accurate product
recommendation and high-quality after-sales services.
Some of our current or potential competitors may have longer operating histories and may have better
resources than us in terms of funding, management, technology and sales and marketing. Our competitors may be
acquired and consolidated by owners who are able to further invest significant resources into our operating field.
If we are unable to compete effectively and at a reasonable cost against our existing and future competitors, our
business, results of operations and prospects could be materially and adversely affected.
–3 6–


--- page 46 ---
RISK FACTORS
The administration, interpretation and enforcement of the relevant laws, regulations and regulatory
requirements of certain industries where we conduct operations are rapidly evolving and subject to
changes. Non-compliance with these regulatory regimes or failure to respond to legal and regulatory
changes may materially and adversely affect our business and prospects.
We are operating a multifaceted business spanning healthcare and insurance industries, which are subject to
significant regulatory scrutiny in China.
Regulations regarding Healthcare-related Services
Relevant laws and regulations related to digital healthcare service industries are relatively new and
evolving, and their interpretation and enforcement are subject to changes. Regulatory authorities of the PRC may
promulgate and implement new regulations that govern many aspects of the digital healthcare service industries
in which we operate. We may incur substantial costs in ensuring the compliance with upcoming relevant laws
and regulations. Any violation of the laws, rules, and regulations of the industries in which we operate, could
lead to severe fines and penalties. Non-compliance with the regulatory requirements of digital healthcare service
industry may even result in criminal prosecution against us under certain circumstances.
In addition, compliance with future laws and regulations may require us to change our business models and/
or incur substantial costs. The rise in our compliance costs is likely to increase our future overhead, which may,
in turn, have a material adverse effect on our business, financial condition and results of operations. The
introduction of new services may require us to comply with additional laws, rules, and regulations. We may be
required to obtain new permits, licenses or certificates, and/or deploy additional resources to monitor
developments to comply with future laws and regulations. Furthermore, new laws, regulations and standards in
practice may evolve over time. The new requirements may result in additional compliance costs and changes in
our compliance management practices. If we fail to address and comply with these regulations and any
subsequent changes, we may be subject to fines or penalties, which may adversely and materially affect our
financial condition and results of operations.
Regulations regarding Insurance-related Services
The regulatory regimes governing Insurance-related Services are rapidly evolving and subject to changes,
and in particular, our joint development of health insurance products with insurer partners is subject to regulation
and administration by the National Financial Regulatory Administration (the “NFRA,” formerly known as China
Banking and Insurance Regulatory Commission (the “CBIRC”)). As a result, under certain circumstances, it may
be difficult to determine or predict which course of action may constitute a violation of applicable laws and
regulations. Failure, by us or our insurer partners, to comply with any of the laws, rules and regulations to which
we are subject could result in fines, penalties or the restrictions on our Insurance-related Services , which could
materially and adversely affect us. We cannot assure you that our current business operations will remain fully
compliant with the regulatory requirements at all times, or we will be able to rectify the non-
compliance incidents in a timely manner, which might materially and adversely affect our business, financial
condition, results of operations and prospects.
As some of the laws, rules and regulations that we are subject to are relatively new, their interpretation and
application are still subject to changes. Further development of regulations applicable to us may result in
additional restrictions on our business operations or more intensive competition in this industry. Additionally, in
light of the evolving regulatory regime over the insurance industry, how government agents administer state-
sponsored social security schemes could also have a significant impact on our business. During the Track Record
Period, we experienced a decrease in the number of Huiminbao policies as part of our strategic shift away from
the Huiminbao Program. We scaled down our involvement in Huiminbao Programs as an increasing number of
local governments began collaborating directly with insurance companies to provide insurance-related services.
It is also possible that compliance with newly adopted laws and regulations may force us to modify our business
model or discard our past practices, which may cause us to incur significant costs, and we cannot assure you that
our new business model or practices will be as effective as our current ones.
Moreover, Chinese regulatory authorities may conduct various reviews and inspections on our business
operations from time to time which could cover a broad range of aspects, including financial reporting, tax
reporting, internal control and compliance with applicable laws, rules and regulations. If any non-compliance
–3 7–


--- page 47 ---
RISK FACTORS
incidents in our business operation are identified, we may be required to take certain rectification measures in
accordance with applicable laws and regulations, or we may be subject to other regulatory actions such as fines
or penalties. In addition, certain aspects of our business rely on the policy support from local governments.
However, we cannot assure you that we will be able to continuously obtain policy support or maintain the
collaborative relationship with local governments.
Our success depends on our ability to maintain and expand our user base. We incurred substantial sales
and marketing expenses during the Track Record Period, and we cannot assure you that such investment
could bring comparable business growth.
We have been investing heavily in our sales and marketing efforts. Our sales and marketing expenses were
RMB65.8 million, RMB123.8 million, RMB158.5 million, RMB72.4 million and RMB103.2 million in 2022,
2023, 2024 and the six months ended June 30, 2024 and 2025, respectively, representing 16.7%, 25.3%, 16.8%,
20.4% and 15.7% of our revenue in the same periods, respectively. Going forward, we plan to continue to invest
in our sales and marketing initiatives and further expand our user base. We cannot assure you that such
investment will bring about positive impact on our user base expansion or user stickiness that is sufficient to
recoup such investment. If our sales and marketing initiatives do not achieve the desired results, our business,
results of operations and financial condition may be adversely affected.
We may not be able to ensure the accuracy and completeness of product information and the effectiveness
of our recommendation of insurance products on our platform.
Potential insurance purchasers rely on the insurance product information we provide on our platform as a
source for decision making. While we believe that such information is generally accurate, complete and reliable,
we cannot assure you that we are able to maintain the accuracy, completeness or reliability of such information in
the future. For example, the pricing terms on our promotional materials for certain insurance products were
deemed by the relevant regulatory authority to be inconsistent with the insurance product terms, and the relevant
regulatory authority imposed a fine of RMB1.0 million on us in July 2022, which was fully paid. If we provide
any inaccurate or incomplete information on our platform due to either our own fault or that of our insurer
partners, or we fail to present accurate or complete information of any insurance products which could lead to
potential purchasers’ failure to attain the protection or us being warned or punished by regulatory authorities, our
reputation could be harmed and we could experience reduced user traffic to our platform, which may adversely
affect our business and financial performance.
We may not always be able to recommend suitable insurance products to our potential insurance purchasers.
Our recommendation mechanism may fail to function properly. Our big data analysis may not capture the right
dimension of data that reflects certain purchaser needs. Data provided to us by insurer partners or user traffic
channels may not be accurate or current. Our sales force or marketing agents may not fully understand the
potential insurance purchasers’ insurance needs and recommend suitable products to them. If potential insurance
purchasers are recommended insurance products that do not befit their needs, they may lose interest in our
platform, and our insurer partners may find our recommendation ineffective. As a result, potential insurance
purchasers and insurer partners could lose faith in our platform and take their business elsewhere, which could
materially and adversely affect our business, financial condition and results of operations.
We are subject to limitations in promoting our healthcare services and products.
We are subject to certain limitations in promoting healthcare-related services and products. We and our
partnered healthcare service providers are required to comply with rules and regulations that restrict the
promotion or dissemination of information about the professional healthcare services and practice provided by
licensed doctors, and the publication or marketing efforts for the predominant purpose of promoting the products
or services of doctors to users and customers. These restrictions may affect our ability to secure new business
opportunities in relation to healthcare-related services and products or promote our brand recognition in these
sectors. Furthermore, we cannot assure you that our existing practices of monitoring our information
dissemination process and publication would continue to be effective. Should there be any change in the relevant
rules and regulations, or change of interpretation or enforcement by the regulators, we and our partnered
healthcare service provider may be found to be in violation of the relevant rules and regulations and may be
subject to regulatory penalties or disciplinary actions, which may materially and adversely affect our business
and reputation.
–3 8–


--- page 48 ---
RISK FACTORS
Users may find our health advice insufficient, inaccurate, irrelevant or otherwise unhelpful, which may
negatively affect users’ perception of us and, in turn, adversely affect our business, results of operations
and financial condition.
During the provision of our early disease screening related promotion and consultancy services, we assess
and identify health risks and subsequently provide tailored health advice and recommendations to our users.
However, there remains a risk that the health advice or recommendations we provide may be perceived by users
as insufficient, inaccurate, irrelevant, or otherwise unhelpful. This perception could arise due to a variety of
reasons, including differing expectations, misunderstandings of the advice provided, limitations inherent in our
screening methodologies, or evolving health knowledge and practices.
If users consistently find our risk assessments or associated health advice unhelpful or ineffective, their
overall satisfaction and trust in our services could significantly decline. Such dissatisfaction could negatively
influence their perception of our brand, damage our reputation, and diminish their willingness to utilizing our
other services. Additionally, these dissatisfied users may choose not to subscribe to our other existing or future
health-related services, resulting in decreased user retention and reduced market demand. Any sustained or
widespread dissatisfaction among our users may, therefore, materially and adversely impact our business, results
of operations and financial condition.
We rely on the user data we generate and analyze to enhance our business performance, but we cannot
assure you that we will be able to accumulate or access sufficient data in the future or analyze the data
effectively, the lack of which could materially and adversely affect our business and results of operations.
We rely on the user data we generate and analyze in the development and delivery of our services and
products, including joint development of insurance products, risk management, recommendation of services and
products, and user services. We develop our proprietary data technologies based on cloud computing
infrastructures from third-party providers to automate and streamline the various data processes in our
operations, support our day-to-day data analytics and provide periodic or real-time applications in supporting our
large amount of transactions and executing our strategies. We have made substantial investments in ensuring the
effectiveness of our data analytics that supports our rapid growth and enables us to provide efficient services and
products to our users.
The optimal performance of our data analytics algorithms and our services built thereupon depends on the
breadth and depth of the data set that we process. We obtain the right to generate insights from the de-identified
data set through our service offerings to participants in the healthcare industry and we enrich our knowledge
graphs and develop and refine the functions and features of our services by serving physicians and our customers.
Our ability to access and use these types of data is limited by a number of factors including: (1) existing laws,
regulations, policies and industry standards on privacy and data protection regimes and on access to, processing
and analysis of healthcare data by third parties and new developments therein; (2) our ability to secure
appropriate consent to use the data underlying our services and solutions in a timely manner; and
(3) interruptions, failures or defects in our data aggregation, mining, analysis and storage systems.
Any of the above-described limitations on our ability to successfully access, aggregate and analyze data
could materially impair the performance of our algorithms, which could make our solutions and services less
attractive to customers and result in damages to our reputation and a decline in our market share.
We may not be able to satisfy our working capital requirements if we experience significant delays or
defaults in payments from customers or other counterparties, or significant delays in our billing and
settlement process.
We are subject to the credit risk of our customers. If any of our customers runs into financial difficulties or
we have disputes with our customers which lead to the delay of payment by our customers to us, we may not be
able to receive payments in a timely manner or at all. We typically grant our customers a credit period of three
months from invoice date. As of December 31, 2022, 2023 and 2024 and June 30, 2025, our accounts
receivables, net of allowance for impairment losses, were RMB69.8 million, RMB128.7 million,
RMB107.3 million and RMB82.0 million, respectively. The gross amount of our accounts receivables aging over
six months as of December 31, 2022, 2023 and 2024 and June 30, 2025 was RMB9.1 million, RMB0.7 million,
RMB5.0 million and RMB1.5 million, respectively. We recorded allowance for impairment losses of
RMB0.1 million, RMB0.4 million, RMB0.4 million and RMB0.3 million as of December 31, 2022, 2023 and
2024 and June 30, 2025, respectively.
–3 9–


--- page 49 ---
RISK FACTORS
In the event that our customers experience financial distress or are unable to settle their payments due to us
in a timely manner or at all, our results of operations and financial condition may be materially and adversely
affected. Delays or defaults in payments from customers or delayed billing process may adversely affect our
ability to satisfy working capital requirements, and in turn increase our working capital needs. While we monitor
overdue payments closely, we cannot assure you that we will be able to recover all or any part of the amounts
due from our customers within the agreed credit terms or at all. If we fail to collect such payments at the end of
the agreed credit terms, it may take longer than our average accounts receivable turnover days for us to collect
payments and our provisions for payments in arrears and losses may increase. Any material delay in payment or
non-payment by our customers may materially and adversely affect our business, results of operations, and
financial condition.
We have adopted and may grant share-based awards under our share incentive plans, which may result in
increased share-based compensation. Those share-based awards may also adversely impact our results of
operations and be dilutive to your shareholding.
We adopted a share incentive scheme in 2015 to enhance our ability to attract and retain exceptionally
qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of us.
See “Appendix IV. Statutory and General Information—D. Share Incentive Scheme.” We incurred share-based
compensation of RMB7.7 million, RMB1.2 million, RMB12.9 million, RMB0.3 million and RMB5.9 million in
2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. We believe share-based
awards as part of an overall compensation package are important to attracting and retaining key personnel and
employees, and we plan to continue to grant share-based compensation to employees in the future. As a result,
our share-based payment expenses may increase, which may have an adverse effect on our results of operations
and financial condition and dilute your shareholding.
We may not be able to fulfill our obligations in respect of contract liabilities, which may have a material
adverse effect on our results of operations and financial condition.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, our contract liabilities, primarily comprising
advance from customers for technical services and healthcare services, were RMB65.0 million,
RMB22.8 million, RMB7.0 million and RMB17.5 million, respectively. See “Financial Information—Discussion
of Major Balance Sheet Items—Contract Liabilities.” If we fail to fulfill our obligations under our contracts with
customers, we may not be able to convert such contract liabilities into revenue, and our customers may also
require us to refund the deposits we have received, which may adversely affect our cash flow and liquidity
condition. In addition, it may adversely affect our relationship with such customers, which may also affect our
reputation and results of operations in the future.
We may not be able to realize and recover the full amount of the contract assets.
Our contract assets are recorded for arrangements where we have provided the insurance brokerage services
but for which the related payments are not yet due. Our contract assets are attributable to the brokerage
commission that is contingent upon the future premium payment of the policy holders and retention rate. We
recorded contract assets of RMB35.0 million, RMB43.5 million, RMB36.6 million and RMB30.3 million as of
December 31, 2022, 2023 and 2024 and June 30, 2025, respectively. We recorded allowance for impairment in
relation to our contract assets of RMB63,000, RMB80,000, RMB65,000 and RMB53,000 as of December 31,
2022, 2023 and 2024 and June 30, 2025, respectively. There is no assurance that we will be able to realize and
recover the full amount of contract assets as the operation and liquidity condition of our customers may change,
or they may dispute the services we provided, which will result in impairment of such contract assets. If we fail
to realize and recover the full amount of contract assets, our results of operations, liquidity and financial position
may be adversely affected.
Our financial condition and results of operations may be adversely affected by fair value changes of
financial assets at fair value through profit or loss and valuation uncertainty.
We recognized fair value gain of financial assets at FVTPL of RMB5.0 million, RMB3.5 million
RMB0.1 million, RMB0.1 million and RMB0.3 million in 2022, 2023, 2024 and the six months ended June 30,
2024 and 2025, respectively, primarily relating to our wealth management products. Our wealth management
–4 0–


--- page 50 ---
RISK FACTORS
products were classified as level 2 instruments for financial reporting purpose, and the related fair value is
determined by calculating based on the discounted cash flow method. The main inputs used by us are the
expected rates of return and discount rates.
For level 2 financial instruments, valuations are generally obtained from third party pricing services for
identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or
recent quoted market prices. Valuation service providers typically gather, analyze and interpret information
related to market transactions and other key valuation model inputs from multiple sources, and through the use of
widely accepted internal valuation models, provide a theoretical quote on various securities.
As such, we are exposed to fair value change of financial assets at FVTPL and valuation uncertainty due to
the use of unobservable inputs, which will directly affect our profit and results of operations. We are also subject
to the risks that any of our counterparties, such as the banks that issued wealth management products, may not
perform their contractual obligations, such as in the event that any such counterparty declares bankruptcy or
becomes insolvent. Any material non-performance of our counterparties with respect to the wealth management
products we invested in could materially and adversely affect our financial position and cash flow. Furthermore,
the wealth management products are subject to the overall market conditions, including the capital markets. Any
volatility in the market or fluctuations in interest rates may reduce our financial position or cash flow, which, in
turn, could materially and adversely impact our financial condition. In addition, general economic and market
conditions affect the fair value of these wealth management products.
Our financial condition and results of operations may be adversely affected by fair value changes of
financial liabilities at fair value through profit or loss and valuation uncertainty due to the use of
unobservable inputs.
In 2022, 2023, 2024 and the six months ended June 30, 2024, we recognized fair value losses of convertible
redeemable preferred shares of RMB150.6 million, RMB48.3 million, RMB50.4 million and RMB25.5 million,
respectively, arising from our convertible redeemable preferred shares. In the six months ended June 30, 2025,
we recorded fair value gains of convertible redeemable preferred shares of RMB53.8 million. Our financial
liabilities at FVTPL are level 3 financial instruments. Discounted cash flow method was used to determine our
underlying share value, and equity allocation model was adopted to determine the fair value of the convertible
redeemable preferred shares. The inputs include estimated cash flows, an appropriate discount rate, risk-free
interest rate, expected volatility and discount for lack of marketability. We engaged third-party qualified valuer
to perform the valuation and estimate the fair value of our financial instruments. However, some inputs may be
subject to material changes, and therefore inherently involves a certain degree of uncertainty. Factors beyond our
control can significantly influence and cause adverse changes to the estimates we use and thereby affect the fair
value of our convertible redeemable preferred shares and therefore may cause our estimates to vary from actual
results, which could adversely affect our results of operation and financial condition. Fair value of our
convertible redeemable preferred shares is affected by changes in our estimated cash flows and the discount rate.
As such, we are exposed to fair value change of financial liabilities at FVTPL and valuation uncertainty due to
the use of unobservable inputs, which will directly affect our profit and results of operations.
We may be the subject of anti-competitive, harassing, or other detrimental conduct by third parties
including complaints to regulatory agencies, negative social media postings, and the public dissemination
of malicious assessments of our business that could harm our reputation and cause us to lose market share,
customers and revenues.
We may be the target of anti-competitive, harassing, or other detrimental conduct by third parties. Such
conduct includes complaints, anonymous or otherwise, to regulatory agencies. We may be subject to government
or regulatory investigation as a result of such third-party conduct and may be required to expend significant time
and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to
conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, allegations,
directly or indirectly against us, may be posted online by anyone, whether or not related to us, on an anonymous
basis, and our users may post complaints against us on the internet. Users and customers value readily available
information concerning healthcare and insurance service providers and their products and services and often act
on such information without further investigation or authentication and without regard to its accuracy. The
availability of information on social media is virtually immediate, as is its impact. Social media immediately
publish the content their subscribers and participants post, often without filters or checks on the accuracy of the
content posted. Information posted may be inaccurate and adverse to us, and it may harm our reputation, business
–4 1–


--- page 51 ---
RISK FACTORS
operations and financial performance. The harm may be immediate without affording us an opportunity for
redress or correction. Our reputation may be negatively affected as a result of the public dissemination of
anonymous allegations or malicious statements about our business, which in turn may cause us to lose market
share, customers and revenues.
The proper functioning of our internet platform and technology infrastructure is essential to our business.
Any disruption to our IT systems and infrastructure could materially affect our ability to maintain the
satisfactory performance of our platform and deliver consistent services to our users.
The reliability, availability and satisfactory performance of our IT systems are critical to our success, our
ability to attract and retain users and customers and our ability to maintain a satisfactory user experience and
customer service. Our servers may be vulnerable to computer viruses, traffic spike that exceeds the capacity of
our servers, power outages, physical or electronic break-ins and similar disruptions, which could lead to system
interruptions, website slowdown and unavailability, delays in transaction processing, loss of data, and the
inability to accept and fulfill orders. We have not experienced system interruptions that materially affected our
operations in the past, but we cannot assure you that we will not experience unexpected interruptions in the
future. Also, we rely on third-party service providers for cloud services and application hosting, and our reliance
on these third-parties may increase as we expand our infrastructure in the future. In the event that these third-
party providers experience any interruption in operations or cease business for any reason, or if we are unable to
agree on satisfactory terms for continued hosting relationships, our business could be harmed and we could be
forced to enter into a relationship with other service providers or assume hosting responsibilities ourselves. In
addition, we cannot assure you that our current security mechanisms will be sufficient to protect our IT systems
and technology infrastructure from any third-party intrusions, electricity power interruptions, viruses and hacker
attacks, information and data theft, and other similar activities. Any such future occurrences could damage our
reputation and result in a material decrease in our revenues.
Additionally, we rely on our proprietary technologies, including AI and big data capabilities, platform and
infrastructure to provide increased scale, improved performance and additional built-in functions and additional
capacities. Maintaining and upgrading our technology infrastructure require significant investment of time and
resources, including adding new hardware, updating software, and recruiting and training new engineering
personnel. During updates, our systems may experience interruptions, and the new technologies and
infrastructure may not be fully integrated with the existing systems timely, or at all. Any defect in those
technologies, platform and infrastructure as well as their subsequent alterations and improvements could hinder
the effectiveness of our platform and the reliability of our services and discourage existing or potential customers
from utilizing our services, which would have a material and adverse effect on our reputation, competitiveness
and future prospects. Any failure to maintain and improve our technology infrastructure could result in
unanticipated system disruptions, slower response times, impaired quality of user experience and delays in
reporting accurate operating and financial information, which, in turn, could materially and adversely affect our
business, financial condition and results of operations.
Our business involves collection, storage, processing and transmission of a large amount of data and may
be subject to complex and evolving regulations and oversight related to cybersecurity, information
security, privacy and data security. If we fail to comply with the relevant laws and regulations, our
business, results of operations and financial condition may be adversely affected.
Our business involves the collection, storage, processing and transmission of our users’ identification
information, transaction information and other sensitive data. We are subject to a variety of laws and regulations
regarding cybersecurity, information security, privacy and data security, including restrictions on the collection,
storage and use of personal information and requirements to take steps to prevent personal data from being
divulged, stolen, or tampered with. See “Regulations—Regulations on Cybersecurity and Data Security.”
The regulatory framework for data privacy protection in China is constantly evolving. For example, on
June 10, 2021, the SCNPC promulgated the Data Security Law of the PRC (
جwhich
took effect on September 1, 2021. The Data Security Law, among other things, requires data collection to be
conducted in a legitimate and proper manner, and stipulates that, for the purpose of data security, data processing
activities must be conducted based on data classification and hierarchical protection system.
On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC (
ʕശɛ
جeffective from November 1, 2021. The Personal Information Protection Law requires,
–4 2–


--- page 52 ---
RISK FACTORS
among others, that (1) the processing of personal information should have a clear and reasonable purpose which
should be directly related to the processing purpose, in a method that has the least impact on personal rights and
interests, and (2) the collection of personal information should be limited to the minimum scope necessary to
achieve the processing purpose to avoid the excessive collection of personal information. Different types of
personal information and personal information processing will be subject to various rules on consent, transfer,
and security. Entities processing personal information shall bear responsibilities for their personal information
processing activities and adopt necessary measures to safeguard the security of the personal information they
process. Otherwise, the entities processing personal information could be ordered to correct, suspend or terminate
the provision of services, and face confiscation of illegal income, fines or other penalties.
On December 28, 2021, the CAC, the NDRC, the MIIT, and several other PRC governmental authorities
jointly issued the Cybersecurity Review Measures (
جwhich became effective on February 15,
2022 and replaced the Measures for Cybersecurity Review published on April 13, 2020. Pursuant to the
Cybersecurity Review Measures, the purchase of network products and services by an operator of critical
information infrastructure or the data processing activities of a network platform operator that affect or may
affect national security will be subject to a cybersecurity review. In addition, network platform operators with
personal information of over one million users shall be subject to cybersecurity review before listing abroad
(
਷̮ɪ̹). Hong Kong does not fall within the definition of “abroad” in the provision. See
“Regulations—Regulations on Cybersecurity and Data Security” for details. Furthermore, as of Latest
Practicable Date, we had not been notified by any PRC government authorities of being classified as a critical
information infrastructure operator (
٫CIIO”). Therefore, we are not required to apply
for the cybersecurity review which is applicable for CIIOs that procure internet products and services that affect
or may affect national security. However, certain aspects of the Cybersecurity Review Measures remain subject
to further clarification and interpretation. In particular, pursuant to the Cybersecurity Review Measures, the
relevant government authorities may initiate the cybersecurity review against the relevant operators if the
authorities believe that the network products or services or data processing activities of such operators affect or
may affect national security.
On September 24, 2024, the State Council promulgated the Regulations on the Administration of Cyber
Data Security (
ၣഖᅰኽτΌ၍ଣૢԷ) (the “Cyber Data Security Regulations”), which become effective from
January 1, 2025, requiring data processors to comply with certain requirements during their daily operation and
further stipulates that data processors must apply for cybersecurity reviews if conducting data processing
activities that affects or may affect national security. However, the Cyber Data Security Regulations does not
specify what constitutes “affects or may affect national security.” Given that the interpretation of data processing
activities that “affect or may affect national security” under the current PRC laws and regulations requires further
clarification from the competent authorities, we cannot guarantee whether we will be subject to the cybersecurity
review or if new rules or regulations promulgated in the future will impose additional compliance requirements
on us.
In addition, on July 7, 2022, the CAC promulgated the Security Assessment Measures, which took effect on
September 1, 2022. The Security Assessment Measures require that any data processor that processes or exports
personal information exceeding certain volume threshold under such measures shall apply for security
assessment by the CAC before transferring any personal information outbound. The security assessment
requirement also applies to any transfer of important data outside of China. During the Track Record Period and
up to the Latest Practicable Date, we had not been involved in any cross-border data transfer during our daily
operations. We do not expect the Security Assessment Measures to have material impact on our daily operations
in respect of the outbound data transfer. However, since the Security Assessment Measures was newly
promulgated, we cannot assure you that relevant regulatory authorities will take the same view as ours. In the
event if the regulatory authorities deem certain of our activities as a cross-border data transfer, we will be subject
to the relevant requirements.
Since many of the PRC laws and regulations on cybersecurity and privacy and data privacy are constantly
evolving, certain aspects of these regulations remain subject to further clarification and interpretation as to how
they will be enforced, as well as their applicability and requirements for our business operations or our presence
in China. We cannot assure you that the measures we have taken or will take in the future will always be
effective or fully satisfy the relevant regulatory requirements. Any failure or perceived failure by us to comply
with such laws and regulations may result in regulatory investigations, fines, removal of our app from the
relevant application stores and/or other sanctions on us. See “Business—Data Privacy and Security.”
–4 3–


--- page 53 ---
RISK FACTORS
Our security systems and measures may not detect and prevent all unintended leakages caused by
employees’ error, misconduct, mistakes or other malfeasance, or any other unauthorized third parties, or fully
comply with regulatory requirements. Our information technology and infrastructure may be vulnerable to
cyberattacks or security breaches, and third parties may circumvent our security measures, misappropriate
proprietary information and cause interruptions in our information technology systems. Unauthorized third
parties may also attempt to fraudulently induce our employees, partners, users or others into disclosing user
names, passwords, payment card information or other sensitive information, or use increasingly sophisticated
methods to engage in illegal activities involving personal information. In addition, users on our platform could
have vulnerabilities on their own mobile devices that are entirely unrelated to our systems and platform, but
could mistakenly attribute their own vulnerabilities to us. Furthermore, credential stuffing attacks are becoming
increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult to
identify and prevent.
If we fail to adequately address privacy concerns, even if unfounded, or to comply with applicable privacy
or data protection laws, regulations and privacy standards, or if we are challenged by competent regulators, we
may be subject to additional costs, liabilities, reputational damage, suspended use of our platform and harm to
our business. With the promulgation of new laws and standards concerning data security and information
protection in the future, we may incur more expenditure on the upgrading and improvement of our data security
mechanisms from both technological and management aspects in order to comply with increasingly stricter
requirements. If we fail to comply with these laws and regulations, we may be subject to fines or other penalties,
which could materially and adversely affect our business, results of operations and financial condition.
If we fail to prevent cybersecurity breaches, it could materially and adversely affect our business, financial
condition and results of operations.
We process a large amount of user data in our operation. The large volume of data that we process and store
makes us or third-party service providers who host our servers an attractive target and potentially vulnerable to
cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. While we have taken
steps to protect our database, our security measures could be breached. Because techniques used to sabotage or
obtain unauthorized access to systems change frequently and generally are not recognized until they are launched
against a target, we may be unable to anticipate these techniques or to implement adequate preventative
measures. Any accidental or willful security breaches or other unauthorized access to our platform could cause
confidential information to be stolen and used for criminal purposes. Security breaches or unauthorized access to
confidential information could also expose us to liability related to the loss of the information, time-consuming
and expensive litigation and negative publicity. If security measures are breached because of third-party action,
employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and
exploited, our relationships with users and insurer partners could be severely damaged, we could incur significant
liability and our business and operations could be adversely affected. The PRC Cybersecurity Law promulgated
by the Standing Committee of the National People’s Congress, effective on June 1, 2017, stipulates that network
operators, including internet information services providers, who provide services through network, must adopt
technical measures and other necessary measures in accordance with applicable laws and regulations as well as
compulsory national standards to safeguard the safety and stability of network operations, effectively respond to
network security incidents, prevent illegal and criminal activities, and maintain the integrity, confidentiality and
availability of network data. While we have adopted comprehensive measures to comply with the applicable
laws, regulations and standards, there can be no assurance that such measures will be effective. If we were found
by the regulatory authorities to have failed to comply with the PRC Cybersecurity Law or any other applicable
regulations, we would be subject to warnings, fines, confiscation of illegal gains, revocation of licenses,
suspension of our platform or even criminal liabilities and our business, financial condition and results of
operations could be materially and adversely affected.
We may not be able to manage our growth effectively or implement our future business strategies, in
which case our business and results of operations could be materially and adversely affected.
We expect to continue to scale our business operations and implement our business strategies, including
driving user engagement and expanding user base, enriching service and product offerings, strengthening
technology capabilities and enhancing brand awareness. We cannot assure you, however, that our experience in
our existing operation could be applied to these or any new services or products or that the expansion would
integrate with our existing business and appeal to our users. We may also face competition from existing players
in these markets.
–4 4–


--- page 54 ---
RISK FACTORS
In addition, our continued growth and expansion plans will place significant demands on our managerial,
operational and financial resources. For example, we may have to offer competitive compensation packages to
retain and hire qualified personnel. Our costs and expenses may increase faster than we expect as we continue to
expand our user base. We may also be required to make additional investments to improve the capabilities and
reliability of our technology infrastructure, which may require significant capital expenditures and significantly
increase the complexity of our business operations. In addition, we are required to maintain the necessary level of
efficiency in our organization as it grows. If we fail to manage any of the above challenges or execute our
strategies effectively, or cope with other difficulties we may encounter in growing our business, our business,
financial condition and results of operations could be materially and adversely affected.
From time to time we may evaluate and potentially consummate strategic alliances, investments or
acquisitions, which could require significant management attention, disrupt our business and adversely
affect our financial results.
We may enter into strategic alliances or investments, including joint ventures or minority equity
investments, with various third parties to further our business purpose from time to time. These alliances and
investments could subject us to a number of risks, including risks associated with sharing proprietary
information, non-performance by the third party and increased expenses in establishing new strategic alliances,
any of which may materially and adversely affect our business. We may have limited ability to monitor or
control the actions of these third parties and, to the extent any of these strategic third parties suffers negative
publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity
or harm to our reputation by virtue of our association with any such third party.
In addition, if appropriate opportunities arise, we may acquire additional businesses, platforms, assets or
technologies that we believe can expand and strengthen our solutions and customer coverage, as well as our
technology and service capabilities. Future acquisitions and the subsequent integration of new assets and
businesses into our own would require significant attention from our management and could result in a diversion
of resources from our existing business, which in turn could have an adverse effect on our business operations.
Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the
use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of
significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to
potential unknown liabilities of the acquired business. It may also pose the risk that we may be exposed to
successor liability relating to the actions by an acquired company and its management before and after the
acquisition. The due diligence that we conduct in connection with an acquisition or investment may not be
sufficient to discover unknown liabilities, and any contractual guarantees or indemnities that we receive from the
sellers of the target companies and/or their shareholders may not be sufficient to protect us from, or compensate
us for, actual liabilities. Moreover, the costs of identifying and consummating investments may be significant. In
addition to possible shareholders’ approval, we may also have to obtain approvals and licenses from relevant
government authorities for the investments and to comply with any applicable PRC laws and regulations, which
could result in delays and increased costs. Additionally, if the management team or key employees of an acquired
company fail to perform as expected, this may adversely affect the business performance of such acquired
company and, in turn, have a material adverse effect on our business, financial condition and results of
operations.
We may incur startup costs during the initial stages of development of our new business initiatives, and if
we are unable to achieve profitability from new business initiatives over time, we may not recover these
costs.
We have, in the past, devoted resources to the launch of a wide range of services, and we may continue to
introduce new product and service offerings to complement our existing offerings. Startup investment in such
new business initiatives can be significant and the associated revenue must be earned and sustained over time in
order for us to recoup these costs. As a result, as our business grows, our startup costs could outpace our buildup
of recurring revenue if we do not achieve economies of scale, and we may be unable to achieve profitability until
our revenue associated with new business initiatives are more mature. We may never recoup our startup costs in
new business initiatives. If we fail to achieve appropriate economies of scale, if we fail to manage or anticipate
the evolution of the new business initiatives or if we fail to raise necessary capital to fund our startup costs, our
business, financial condition, cash flows and results of operations could be materially adversely affected.
–4 5–


--- page 55 ---
RISK FACTORS
Moreover, to develop and market our new services or products successfully, we must accurately assess and
meet customer needs, make significant capital expenditures, optimize our product development process, predict
and control costs, attract, train and retain the necessary personnel, obtain required license or regulatory
clearances or approvals, increase customer awareness and acceptance of our services, provide services of a high
quality and in a timely manner, price our services competitively, and effectively incorporate customer feedback
into our business planning. Any single failure during the process may result in an ultimate failure to launch new
services or products.
Our employees, service providers, or any other third parties involved in our business operations may
engage in misconduct or other improper activities, including noncompliance with regulatory standards
and requirements.
We are exposed to the risk that our employees, service providers, or any other third parties involved in our
business operations may engage in fraudulent or other illegal activities which could include intentional, reckless
and/or negligent conducts or unauthorized activities that violate laws, regulations, industry rule, or our internal
policies. In particular, there may be instances where our employees engaged in tele sales of insurance products or
assisted in insurance claim process over the phone without our knowledge or permission.
We may be unable to identify and deter misconduct by employees or third parties in a timely manner, or at
all, and the precautions we take to detect and prevent these potential misconduct may not be effective in
controlling unknown or unmanaged risks or losses, or protecting us from governmental investigations stemming
from a failure to be in compliance with such laws or regulations, or claims or lawsuits initiated from our
customers or business partners resulting from our contract breach due to such misconduct. If any such actions are
instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could
have a significant impact on our business, including the imposition of civil, criminal and administrative penalties,
damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings and
curtailment of our operations.
We are subject to risks relating to our leased properties.
We lease office spaces from third parties for our operations. Any limitations on the leased properties or
lessors’ title to such properties may impact our use of the offices, or in extreme cases, result in relocation, which
may in turn adversely affect our business operations. For example, as of the Latest Practicable Date, the lessor of
one lease agreement had not provided evidence of authorization from the legal owner for sublease of such
premise. If such lessor has not obtained the proper authorization from the legal owner of such premise, our use of
the leased premise may be challenged by third parties and we may need to seek alternative premise and incur
additional costs for relocation. In addition, as of the Latest Practicable Date, we had not completed the
administrative filings of two lease agreements. According to applicable PRC laws and regulations, the lessor and
the lessee of a lease agreement are required to file the lease agreement with relevant government authorities
within 30 days after the execution of the lease agreement. While the failure to complete the administrative filings
may not affect the legality, validity or enforceability of the lease agreement, the government authorities may
require that the filing be made within a stated period of time, failing which, they may impose a fine ranging from
RMB1,000 to RMB10,000 for each agreement that has not been properly filed. According to applicable PRC
laws and regulations, lessors of the related lease agreements need to provide us with certain documents (such as
their business licenses or identification information) in order to complete the administrative filing. There can be
no assurance that the lessors of our leased properties will be cooperative in the process of completing the filings.
If we fail to complete the administrative filings for all non-registered leases within the period specified by the
relevant government authorities, and the relevant authorities determine that we shall be liable for failing to
complete the administrative filings of all the relevant lease agreements, we might be subject to a fine ranging
from RMB2,000 to RMB20,000.
Our success depends on the continued efforts of our senior management and key employees. If one or more
of our key executives or key employees were unable or unwilling to continue in their present positions, our
business may be severely disrupted.
Our business operations depend on the continued services of our senior management and key employees,
particularly our founder and chairlady of the board, Ms. Yang, and the executive officers named in this
prospectus. While we have provided different incentives to our management and key employees, we cannot
assure you that we can continue to retain their services. If one or more of our key executives or key employees
–4 6–


--- page 56 ---
RISK FACTORS
were unable or unwilling to continue in their present positions, we may not be able to find suitable replacements,
our future growth may be constrained, our business may be severely disrupted and our financial condition and
results of operations may be materially and adversely affected. In addition, although we have entered into
confidentiality and non-competition agreements with our management and key employees, there is no assurance
that any member of our management team will not join our competitors or form a competing business. If any
dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses
in order to enforce such agreements in China or we may not be able to enforce them at all.
Our future success and the execution of our growth strategy also depend largely on our continuing ability to
identify, hire, develop, motivate and retain highly specialized personnel. Our competitors, employers in other
industries, healthcare service providers, academic institutions and governmental entities and organizations also
often seek persons with similar qualifications. Qualified individuals are in high demand, and we cannot assure
you that we will be able to hire or retain a sufficient number of qualified personnel to meet our requirements, or
that we will be able to do so at relevant costs that are acceptable to us.
If we are unable to recruit, train and retain qualified talents, our business may be materially and adversely
affected.
We believe our future success depends on our continued ability to attract, motivate and retain qualified and
skilled employees. Competition for talents with expertise in insurance, healthcare, sales and marketing, technology
and risk management is extremely intense in China. We may not be able to hire and retain these talents at
compensation levels consistent with our existing compensation and salary structure. Some of the companies with
which we compete for experienced employees may have greater resources than we have and may be able to offer
more attractive terms of employment. In addition, we invest significant time and resources in training our
employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our
employees, we could incur significant expenses in hiring and training new employees, and our ability to serve our
users, customers and business partners could diminish, resulting in a material adverse effect to our business.
Any failure to protect our intellectual property could harm our business and competitive position.
We rely on a combination of patents, copyrights, trademarks, trade secrets and other contractual restrictions
to protect our intellectual property rights. Nevertheless, these provide only limited protection and the actions we
take to protect our intellectual property rights may not be adequate. Furthermore, our pending intellectual
property right applications may be rejected. Our trade secrets may become known or be independently
discovered by our competitors. Third parties may in the future pirate our content developed in-house and may
infringe upon or misappropriate our other intellectual property. For instance, we rely in part on our content and
materials developed in-house using our own technologies to provide high-quality products and services. Despite
our efforts to protect such content and technologies, such as through copyrights, patents and contractual
restrictions, unauthorized parties may still attempt to copy, duplicate or otherwise use our intellectual properties
without obtaining our consent. Monitoring unauthorized use of our intellectual properties is difficult and costly,
and we cannot be certain that the steps we have taken will effectively prevent the misappropriation of our
intellectual properties. Furthermore, litigation may be necessary to enforce our intellectual property rights,
protect our trade secrets or determine the validity and scope of the proprietary rights of others. Such litigation
may be costly and divert management’s attention away from our business. An adverse determination in any such
litigation would impair our intellectual property rights and may harm our business and reputation. If we are not
successful in protecting our intellectual property rights, our business, results of operations and financial condition
may be adversely affected.
We may be subject to intellectual property infringement claims, which may be expensive to defend and
may disrupt our business and operations.
We cannot assure you that our product and service offerings or our technologies do not or will not infringe
upon copyrights or other intellectual property rights (including but not limited to trademarks, patents and
know-how) held by third parties. We may encounter disputes from time to time over rights and obligations
concerning intellectual properties, and we may not prevail in those disputes.
We have adopted policies and procedures to prohibit our users, employees and business partners from
infringing upon third-party copyright or other intellectual property rights. However, we cannot assure you that we
–4 7–


--- page 57 ---
RISK FACTORS
or they will not, against our policies, use third-party copyrighted materials or intellectual property without proper
authorization in our products and services or via any medium through which we provide our products and
services. To the extent that our users, employees and business partners use intellectual property rights owned by
others, disputes may arise as to the rights in related proprietary assets. Given the volume and complexity of our
offerings, we cannot assure you that we can identify and remove or disable all potentially infringing content that
may exist in a timely manner, or at all, and we may encounter intellectual property claims. We also have limited
ability to control the conduct of our business partners to avoid infringement of intellectual property rights. Any
claims against us, with or without merit, could be time-consuming and costly to defend or litigate, divert our
management’s attention and resources or result in the loss of goodwill associated with our brand. If a lawsuit
against us is successful, we may be required to pay substantial damages and/or enter into royalty or license
agreements with commercially unreasonable terms, or we may be unable to enter into such agreements at all. We
may also lose, or be limited in, the rights to provide our products and services and be required to make changes
to our content and offerings. As a result, our reputation may be harmed, and our business, results of operations
and financial condition may be materially and adversely affected.
Our business is subject to online payment processing related risks.
We accept payments using a variety of methods, including payment through third-party online payment
platforms such as Weixin Pay and UnionPay, online payments with credit cards and debit cards issued by banks
in China, and may accept payment on delivery in the future. For certain payment methods, including credit and
debit cards, we need to pay interchange and other fees, which may increase over time and raise our operating
costs and lower our profitability. We may also be subject to fraud and other illegal activities in connection with
the various payment methods we offer, including online payment and payment on delivery options. We are also
subject to various rules and requirements, regulatory or otherwise, governing electronic funds transfers, which
are subject to change or reinterpretation that could make it difficult or impossible for us to comply with. If we
fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose
our ability to accept credit and debit card payments from customers, process electronic funds transfers or
facilitate other types of online payments, and our business, financial position and results of operations could be
materially and adversely affected. We are also exposed to litigation and possible liability in relation to security
breaches of the online payment platforms for failing to secure confidential user information. Even if a security
breach did not occur on the online payment platforms that we use, if an internet or mobile network security
breach were to occur, the perceived security of online payment platforms in general may be adversely affected
and cause users to be reluctant to further use our services. Any leak of confidential information or data, breach of
network security, personal data security, or other misappropriation or misuse of personal information, including
users’ personal information without prior and proper consent, could cause interruptions in the operations of our
business and subject us to increased costs, litigation and other liabilities, which could materially and adversely
affect our business, financial position, results of operations and our reputation.
We have been continuously investing in our research and development efforts, which may not generate the
results we expect to achieve.
Our research and development capabilities and technology infrastructure are critical to our success. The
industries in which we operate are subject to continuous technology changes and are evolving rapidly in terms of
technology innovation, and the technologies we use for the operation of our business are new and require
continuous developments and upgrades. We need to invest significant resources, including financial, human and
managerial resources, in technology advancement to ensure that our services will remain innovative and
competitive in the market. As a result, we expect that our research and development expenses will continue to
increase in absolute amount, which may adversely affect our short-term profitability. Our business, results of
operations and financial condition may be adversely affected if we fail to successfully anticipate and react in a
timely manner to changes in customer preferences. Furthermore, research and development activities are
inherently uncertain, and we might encounter practical difficulties in applying and commercializing our research
and development results. As such, our significant research and development expenditures may not generate
desirable benefits, which could materially and adversely affect our business, results of operations and financial
condition.
–4 8–


--- page 58 ---
RISK FACTORS
Changes in macroeconomic conditions and any future occurrence of force majeure events, natural
disasters or outbreaks of contagious diseases may materially and adversely affect our business, results of
operations and financial condition.
Uncertainties about economic conditions and regulatory changes and other factors including fluctuation of
interest rates, inflation level, unemployment, labor and healthcare costs, access to credit, consumer confidence
and other macroeconomic factors may pose risks and materially and adversely affect demand for our products. In
addition, natural disasters such as floods, earthquakes, sandstorms, snowstorms, fire or drought, the outbreak of a
widespread health epidemic or any severe epidemic disease such as SARS, Ebola, Zika or the COVID-19, acts of
war, terrorism or other force majeure events beyond our control may disrupt our business operations, all of which
could adversely affect our business, results of operations, financial condition and prospects. In particular,
COVID-19 has materially and adversely affected the Chinese and global economy. There remain uncertainties
about the dynamic of the COVID-19 pandemic, which may have potential continuing impacts in the future if the
pandemic and the resulting disruption were to extend over a prolonged period. We cannot assure you that any
future occurrence of natural disasters or outbreaks of epidemics and contagious diseases, including COVID-19,
avian influenza, severe acute respiratory syndrome, H1N1 influenza or other epidemics, or the measures taken by
the relevant government in response to such contagious diseases, will not seriously disrupt our operations or
those of our customers, which may materially and adversely affect our business, results of operations and
financial condition.
Our operations depend on the performance of the internet infrastructure and telecommunications
networks in China.
Almost all access to the internet in China is maintained through state-owned telecommunications operators
under the administrative control and regulatory supervision of the Ministry of Industry and Information
Technology. We primarily rely on a limited number of telecommunications service providers to provide us with
data communications capacity through local telecommunications lines and internet data centers to host our
servers. We have limited access to alternative networks or services in the event of disruptions, failures or other
problems with China’s internet infrastructure or the fixed telecommunications networks provided by
telecommunications service providers. With the expansion of our business, we may be required to upgrade our
technology and infrastructure to keep up with the increasing traffic on our platform. We cannot assure you that
the internet infrastructure and the fixed telecommunications networks in China will be able to support the
demands associated with the continued growth in internet usage.
In addition, we have no control over the costs of the services provided by telecommunications service
providers. If the prices we pay for telecommunications and internet services rise significantly, our financial
performance may be adversely affected. Furthermore, if internet access fees or other charges to internet users
increase, our user traffic may decline and our business may be harmed.
Our current risk management system may not be able to exhaustively assess or mitigate all risks to which
we are exposed, which could negatively affect our business, financial condition and results of operations.
The implementation of our risk management, quality control and internal control systems may involve
human error and mistakes. Moreover, we may be exposed to fraud or other misconduct committed by our
employees, or other third parties, including our users and business partners, or other events that are out of our
control, that could adversely affect our service or product quality and reputation and subject us to financial losses
and sanctions imposed by regulatory authorities. As a result, despite our improvement efforts, we cannot assure
you that our risk management, quality control and internal control systems are able to eliminate non-compliance
matters or service or product defects.
Our insurance coverage may not be adequate, which could expose us to significant costs and business
disruptions.
We maintain certain insurance policies to safeguard us against risks and unexpected events. We participate
in various employee social security plans that are organized by applicable local municipal and provincial
governments, including pension, medical, work-related injury, childbirth, unemployment insurance, and housing
fund. However, we do not maintain property insurance policies, business interruption insurance or keyman
insurance for our executive officers. See “Business—Insurance” for details. We cannot assure you that our
–4 9–


--- page 59 ---
RISK FACTORS
insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our
losses under our current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by
our insurance policies, or the compensated amount is significantly less than our actual loss, our business,
financial condition and results of operations could be materially and adversely affected.
We or our Directors or senior management may be involved in litigations, legal or contractual disputes,
governmental investigations or administrative proceedings from time to time, which may divert our
management’s attention and adversely affect our business, results of operations and financial condition.
Our business operations entail substantial litigation and regulatory risks, including the risk of lawsuits and
other legal actions relating to disputes, fraud and misconduct, sales and services and control procedures
deficiencies, as well as the protection of personal and confidential information of our customers and business
partners, among others. We may be subject to claims, disputes and various legal and administrative proceedings
in the ordinary course of our business. These may concern issues relating to, among others, intellectual property
disputes, labor disputes, licenses and permits relating to our daily business operations, and contract disputes. In
addition, agreements we entered into sometimes include indemnification provisions which may subject us to
costs and damages in the event of a claim against an indemnified third party. We may also be subject to inquiries,
inspections, investigations and proceedings by relevant regulatory and other governmental agencies. Actions
brought against us may result in settlements, injunctions, fines, penalties or other results adverse to us. Any such
claims or proceedings against us, with or without merit, may be expensive, time-consuming and disruptive to our
operations and distracting to management. Even if we are successful in defending ourselves against these actions,
the costs of such defense may be significant to us. A significant judgment or regulatory action against us or a
material disruption in our business arising from adverse adjudications in proceedings against our directors,
officers or employees would have a material adverse effect on us. In addition, events or activities attributed to
our Directors or senior management, and related publicity, whether or not justified, may affect their ability or
willingness to continue to serve our Company or dedicate their efforts to us and negatively affect our brand and
reputation.
Our Directors have confirmed that, as of the Latest Practicable Date, there had been no legal or
administrative proceedings pending or threatened against us or any of our Directors that could, individually or in
the aggregate, have a material effect on our business, results of operations and financial condition. However, new
legal or administrative proceedings and claims may arise in the future, and the current legal or administrative
proceedings and claims we face are subject to inherent uncertainties. If one or more legal or administrative
matters were resolved against us or an indemnified third party for amounts in excess of our management’s
expectations, our business, results of operations and financial condition could be materially and adversely
affected. Furthermore, unfavorable outcomes could result in significant compensatory or punitive monetary
damages, disgorgement of revenue or profits, corporate remedial measures, injunctive relief or specific
performance against us that could materially and adversely affect our results of operations and financial
condition.
We may need additional capital, and we may be unable to obtain such capital in a timely manner or on
acceptable terms, or at all.
We may require additional capital beyond those generated by the Global Offering from time to time to grow
our business, better serve our customers, develop and enhance our offerings, and improve our operating
infrastructure. Accordingly, we may need to sell additional equity or debt securities or obtain a credit facility.
Future issuances of equity or equity-linked securities could significantly dilute our existing shareholders, and any
new equity securities we issue could have rights, preferences and privileges superior to those of holders of our
ordinary shares. The incurrence of debt financing would result in increased debt service obligations and could
result in operating and financing covenants that would restrict our operation or our ability to pay dividends to our
shareholders.
Our ability to obtain additional capital is subject to a variety of uncertainties, including:
• our market position and competitiveness in the digital integrated healthcare and insurance market;
• our future profitability, overall financial condition, and results of operations;
–5 0–


--- page 60 ---
RISK FACTORS
• the general market condition for capital raising activities by companies in our industry, which in turn
depends on the prospect of such industry; and
• economic, political and other conditions in China and globally.
We may be unable to obtain additional capital in a timely manner or on acceptable terms, or at all. If we are
unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to
support our business growth could be significantly impaired, and our business and prospects could be adversely
affected.
Fluctuations in exchange rates could result in foreign currency exchange losses or a decrease in our net
profit margin.
We are subject to foreign exchange risk arising from assets and liabilities in our subsidiaries in Cayman
Islands and Hong Kong when they are transacted or accounted for in foreign currencies. We recorded of
RMB10.0 million, RMB2.4 million, RMB1.8 million, RMB1.9 million and RMB13,000 in 2022, 2023, 2024 and
the six months ended June 30, 2024 and 2025, respectively. The value of RMB against other currencies may
fluctuate, subject to changes resulting from relevant government’s policies and depends to a large extent on
domestic and international economic and political developments as well as supply and demand in the local
market. It is difficult to predict how market forces or government policies may impact the exchange rates
between the RMB and the U.S. dollar or other currencies in the future.
Preferential tax treatment and government grants currently available to us in the PRC could be
discontinued or reduced.
Under the Enterprise Income Tax Law of the PRC (
جthe “EIT Law”) and its
relevant regulations, PRC companies are typically subject to an income tax rate of 25% under the EIT Law.
Qingsong Yikang was qualified as high and new technology enterprise and was entitled to a preferential income
tax rate of 15% during the Track Record Period. We shall, in accordance with the requirements of the tax
authority and other relevant authorities, retain and submit our financial statements together with details of our
R&D activities and other technology innovation activities for future reference to enjoy the preferential tax
treatment. Moreover, we received government grants during the Track Record Period, which were accounted as
our other gains and losses in our consolidated statements of profit or loss and other comprehensive income.
We cannot assure you that we will continue to qualify for such preferential tax treatments and government
grants, or that the policies providing for the preferential tax treatments and government grants will continue to be
effective. If we fail to provide requisite materials retained for future reference, we may not be entitled to enjoy
the preferential tax treatments, as well as other benefits conferred under the accreditations. If we were not
entitled to preferential tax treatments in the future, our effective tax rate may increase to 25%, and our income
tax expense would increase accordingly, which will adversely affect our net profit.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions
and similar laws, and noncompliance with such laws can subject us to administrative, civil and criminal
fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could
adversely affect our business, financial condition, results of operations and reputation.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions
and similar laws and regulations in various jurisdictions in which we conduct our business or sell our services,
including the PRC anti-corruption laws and regulations. The PRC anticorruption laws and regulations prohibit
bribery to government agencies, state or government owned or controlled enterprises or entities, to government
officials or officials that work for state or government owned enterprises or entities, as well as bribery to
non-government entities or individuals. The implementation of PRC anti-corruption laws and regulations are
evolving and subject to changes. A violation of these laws or regulations could adversely affect our business,
financial condition, results of operations and reputation.
We have direct or indirect interactions with officials and employees of China’s government agencies and
public hospitals in the ordinary course of business. These interactions subject us to an increased level of
compliance-related concerns. We have implemented policies and procedures designed to ensure compliance by
–5 1–


--- page 61 ---
RISK FACTORS
us and our directors, officers, employees, representatives, consultants, agents and business partners with
applicable anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar
laws and regulations. However, our policies and procedures may not be sufficient, and our directors, officers,
employees, representatives, consultants, agents, and business partners could engage in improper conduct for
which we may be held responsible.
Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic
sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe
administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all
of which could materially and adversely affect our business, financial condition, results of operations and
reputation. In addition, changes in economic sanctions laws in the future could adversely impact our business and
investments in our Shares.
We might experience work stoppage, labor shortage and other labor related matters which may disrupt
our normal operation and cause delay in delivery to our customers or drive up our labor cost, which may
adversely affect our reputation and results of operations.
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we incurred staff costs, including
those recognized as cost of revenue and expenses, of RMB114.0 million, RMB121.1 million, RMB150.1 million,
RMB66.8 million and RMB77.1 million, respectively. Labor shortages or workforce disruptions can also pose
significant risks to our daily operations. Inadequate staffing levels or the inability to attract and retain skilled
workers may result in service delivery delays and increased labor costs.
We cannot guarantee we would not face any labor-related issues, including labor disputes, strikes, or the
inability to attract and retain qualified workers, which may lead to work stoppages or labor shortages and
significantly impact our ability to meet customer demands. Furthermore, such labor-related matters could incur
additional costs associated with resolving labor disputes, hiring temporary staff, or implementing contingency
plans to mitigate the impact of labor shortages. These additional expenses, coupled with potential revenue losses
from delayed deliveries, may negatively affect our profitability and overall results of operations. Our reputation
for reliability and timely delivery is crucial to maintaining and expanding our customer base. Any delays in
service delivery could potentially harm our reputation and result in customer dissatisfaction, which could lead to
potential loss of business. Any negative impact on our reputation may lead to decreased customer loyalty,
reduced sales, and ultimately, adverse effects on our financial performance.
Environmental, social and governance matters may impact our business and reputation.
As global initiatives focus on low-carbon transitions and the PRC moves toward carbon neutrality, the PRC
government may introduce new regulations and policies enforcing stricter environmental standards. Such
tightened regulations may increase our costs related to environmental protection, thereby potentially affecting our
operational results and financial condition negatively. In addition, any potential changes in environmental, social
and governance related social trends and political policies may impact our business model and operation. In
response to the awareness of environmental, social and governance matters, we have integrated risk factors
related to sustainability, including compliance with regulations, environmental protection and social
responsibility, into our consideration to mitigate associated impacts and develop best practices in order to achieve
long-term growth and sustainability of our business. Furthermore, we monitor a wide range of indicators such as
power consumption, emission of greenhouse gas, water consumption and waste generation to manage our
environmental and climate-related risks arising from our operations and are committed to providing adequate
support to our employees to nurture a friendly and inspirational corporate culture. See
“Business—Environmental, Social and Corporate Governance.” Despite these efforts, we cannot guarantee the
effective implementation of the relevant governance protocols, including the identification and mitigation of
related risks. Failure to comply with these requirements in a timely manner could materially and adversely affect
our business operations, results, and financial condition.
RISKS RELATING TO CONDUCTING BUSINESS IN CHINA
Changes in the economic, political or social conditions or government policies in the countries and regions
where we operate could affect our business, financial condition and results of operations.
A substantial part of our assets and operations are located in China. Accordingly, our business, financial
condition and results of operations are affected to a significant extent by the general political, economic and
–5 2–


--- page 62 ---
RISK FACTORS
social conditions. Economic conditions, such as inflation, recession, or currency fluctuations, can affect
consumer purchasing power and demand for our solutions. Changes in government policies, such as changes in
trade policies, tax laws, or regulations, can impact our operational costs, market access, and business strategies.
In addition, social conditions, including changes in consumer preferences, social norms, or demographic trends,
can also affect the demand for our solutions. In addition, the global macroeconomic environment is facing
challenges. For example, the public health event has caused significant downward pressure for the global
economy, and many major economies have lowered their expected growth rate. It is unclear whether these
challenges and uncertainties will be contained or resolved, and what effects they may have on the global political
and economic conditions in the long term.
We may be subject to the approval, filing or other requirements of the CSRC or other PRC governmental
authorities in connection with future capital raising activities, and, if required, we cannot predict whether
we will be able to obtain such approval or complete such filing.
On July 6, 2021, the General Office of the State Council, together with another regulatory authority, jointly
promulgated the Opinions on Strictly Combating Illegal Securities Activities in Accordance with the Law
(
จԈ), which calls for, among others, enhanced administration and supervision
of overseas-listed China-based companies, proposes to revise the relevant regulation governing the overseas
issuance and listing of shares by such companies, and clarifies the responsibilities of competent domestic
industry regulators and government authorities.
On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) released the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (
ྤʫΆุྤ̮೯
جand five supporting guidelines (together, “Trial Measures”), which came into effect
on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to list overseas, both directly
and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. Specifically,
following the principle of substance over form, if an issuer meets both of the following criteria, its overseas
offering and listing will be deemed as an indirect overseas offering and listing by a domestic enterprise: (1) any
of the total assets, net assets, revenue or profits of the domestic operating entities of the issuer in the most recent
accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated
financial statements for the same period; and (2) its major operational activities are carried out in mainland China
or its main places of business are located in mainland China, or a majority of the senior management in charge of
operation and management of the issuer are Chinese citizens or are domiciled in mainland China. The filing is
required to be conducted within three working days after the submission of the application for initial public
offering and listing overseas to the overseas regulators. After that, a timely report is required to be submitted to
the CSRC to update the CSRC filing within three working days after the occurrence of any of the following
material events, if any of them occurs before the completion of the overseas offering and/or listing but after
obtaining its CSRC filing: (1) any material change to principal business, licenses or qualifications of the issuer,
(2) a change of control of the issuer or any material change to equity structure of the issuer, and (3) any material
change to the offering and listing plan. In addition, the Trial Measures require that subsequent securities offering
of an issuer in the same overseas market where its securities have been offered and listed shall be filed with the
CSRC within three working days after the offering is completed, and subsequent securities offerings and listings
of an issuer in overseas markets other than where its securities have been offered and listed shall be filed with
within three working days after such application is submitted. The Trial Measures also require subsequent reports
to be filed with the CSRC on material events, such as change of control, the investigation, sanction or other
measures undertaken by any foreign securities regulatory agencies or relevant competent authorities in respect of
the issuer, change of the listing status or transfer of the listing board or voluntary or forced delisting of the
issuer(s) who have completed overseas offerings and listings. See “Regulations—M&A Regulations and
Overseas Listings” for details. If a domestic company fails to complete the filing procedure or conceals any
material fact or falsifies any major content in its filing documents, such domestic company may be subject to
administrative penalties, such as orders to rectify, warnings and fines.
We submitted fillings with the CSRC in connection with the Global Offering on January 28, 2025. We may
fail to obtain such approval, filing or meet such requirements in a timely manner or at all, or completion could be
rescinded. Any failure to obtain or delay in obtaining such approval, filing or completing such procedures for the
Global Offering, or a rescission of any such approval or filing obtained by us, would subject us to sanctions by
the CSRC or other PRC regulatory authorities, and such failure may adversely affect our ability to finance the
development of our business and could have a material adverse effect on our business and financial condition.
–5 3–


--- page 63 ---
RISK FACTORS
Furthermore, if the filing procedure with the CSRC under the Trial Measures is required for any future offerings,
listing or any other capital raising activities, it is uncertain whether we could complete the filing procedure in
relation to any further capital raising activities in a timely manner, or at all.
On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets
Protection, and the National Archives Administration of China published the revised Provisions on Strengthening
the Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic
Companies (
֛Overseas Listing Archives
Rules”) which came into effect on March 31, 2023. The Overseas Listing Archives Rules require that, in relation
to the overseas securities offering and listing activities of domestic enterprises, either in direct or indirect form,
such domestic enterprises, as well as securities companies and securities service institutions providing relevant
securities services, are required to strictly comply with relevant requirements on confidentiality and archives
management, establish a sound confidentiality and archives system, and take necessary measures to implement
their confidentiality and archives management responsibilities. According to the Overseas Listing Archives
Rules, during an overseas offering and listing, if a domestic company needs to provide or publicly disclose to
securities companies, securities service providers and overseas regulators, any materials that contain relevant
state secrets or that have an adverse impact on the national security or public interests, the domestic company
should complete the relevant approval/filing and other regulatory procedures.
There are uncertainties whether the CSRC or other PRC regulatory authorities will take actions requiring us,
or making it advisable for us, to halt this offering or future capital raising activities before settlement and
delivery of the Shares offered hereby. Consequently, if you engage in market trading or other activities in
anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not
occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations
requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures in
addition to those prescribed under the Trial Measures for this offering or future capital raising activities, we may
be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain
such a waiver. Any such circumstances regarding such approval, filing or other requirements could materially
and adversely affect our business, prospects, financial condition, reputation, and trading price of the Shares.
However, given that the Trial Measures and Overseas Listing Archives Rules were promulgated in early
2023, their interpretation, application, and enforcement are still evolving and we are closely monitoring how they
will affect our operations and our future financing.
Failure to comply with PRC regulations relating to the establishment of offshore special purpose
companies by PRC residents may subject our PRC resident beneficiaries to personal liability, may affect
our ability to acquire PRC companies or to inject capital into our PRC subsidiaries, may affect the ability
of our PRC subsidiaries to distribute profits to us or may otherwise materially and adversely affect us.
State Administration of Foreign Exchange (the “SAFE”) promulgated the Circular on Issues concerning the
Foreign Exchange Administration of the Overseas Investment and Financing and the Round-Tripping Investment
Made by Domestic Residents through Special-Purpose Companies (
ʮ̡ྤ̮ҳፄ༟ʿ
ٝSAFE Circular 37”) on July 4, 2014. SAFE Circular 37 requires PRC
residents to register with local branches of SAFE in connection with their direct establishment or indirect control
of offshore entities, for the purpose of overseas investment and financing, with such residents’ legally owned
assets or equity interests in domestic enterprises or offshore assets or interests. SAFE Circular 37 further requires
that SAFE registrations be amended upon (1) any changes with respect to the basic information of the special
purpose vehicles, such as changes in PRC resident individual shareholders, names or operation periods, or (2)
any significant changes with respect to the special purpose vehicles, such as increases or decreases of capital
contributed by PRC individuals, share transfers or exchanges, mergers, divisions or other material events.
Pursuant to the SAFE Circular on Further Simplification and Improvement in Foreign Exchange Administration
Policies on Direct Investment (
ٝSAFE
Circular 13”), which was promulgated on February 13, 2015 and amended on December 30, 2019, the aforesaid
registration shall be directly reviewed and handled by qualified banks in accordance with the SAFE Circular 13,
and SAFE and its branches shall perform indirect regulation over the foreign exchange registration via qualified
banks.
We may not at all times be fully aware or informed of the identities of all our beneficiaries who are PRC
residents, and may not always be able to compel our beneficiaries to comply with the requirements of the SAFE
–5 4–


--- page 64 ---
RISK FACTORS
Circular 37. As a result, we cannot assure you that all of our beneficiaries who are PRC residents will at all times
comply with, or in the future make or obtain any applicable registrations or approvals required by the SAFE
Circular 37 or other related regulations. Under the relevant rules, failure to comply with the registration
procedures set forth in the SAFE Circular 37 may limit the foreign exchange activities of the relevant PRC
enterprise and may also subject the relevant PRC resident to penalties under the PRC foreign exchange
administration regulations.
Any failure to comply with PRC regulations regarding our employee equity incentive plans may subject
the PRC plan participants or us to fines and other legal or administrative sanctions.
In February 2012, SAFE promulgated the Circular on Relevant Issues Concerning the Foreign Exchange
Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly Listed
Companies (
ٝSAFE Circular 7”). Under
the SAFE Circular 7 and other relevant rules and regulations, domestic individuals (including both PRC residents
and non-PRC residents who reside in China for a continuous period of not less than one year, excluding foreign
diplomatic personnel and representatives of international organizations) who participate in an stock incentive
plan in an overseas publicly-listed company are required to register with SAFE or its local branches and
complete certain other procedures. Participants of an stock incentive plan who are domestic individuals must
retain a qualified PRC agent, which could be a PRC subsidiary of the overseas publicly listed company or
another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other
procedures with respect to the equity incentive plan on behalf of its participants. The participants must also retain
an overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase
and sale of corresponding stocks or interests and fund transfers. In addition, the PRC agent is required to amend
the SAFE registration with respect to the stock incentive plan if there is any material change to the equity
incentive plan, the PRC agent or the overseas entrusted institution or other material changes. We and our PRC
employees who have been granted share options will be subject to these regulations upon the completion of this
Global Offering. Failure of our PRC share option holders to complete their SAFE registrations may subject these
domestic individuals to fines and other legal sanctions and may also affect our ability to contribute additional
capital to our PRC subsidiary, affect our PRC subsidiary’s ability to distribute dividends to us, or otherwise
materially and adversely affect our business.
The SAT has also issued relevant rules and regulations concerning employee share incentives. Under these
rules and regulations, our employees working in the PRC will be subject to PRC individual income tax upon
exercise of the share options. Our PRC subsidiary has obligations to file documents with respect to the granted
share options or restricted shares with relevant tax authorities and to withhold individual income taxes for their
employees upon exercise of the share options or grant of the restricted shares. If our employees fail to pay or we
fail to withhold their individual income taxes according to relevant rules and regulations, we may face sanctions
imposed by the competent governmental authorities.
Any uncertainties embedded in the legal systems of certain jurisdictions where we operate could adversely
affect our business, financial condition and results of operations and our investors could be affected as a
result.
The legal systems of the jurisdictions where we operate vary significantly. Some jurisdictions have a civil
law system based on written statutes and others are largely based on common law. Unlike common law systems
where the case laws have binding effects, prior court decisions under civil law systems may be cited for reference
but have limited precedential value. We are based in China and our business in China are governed by PRC laws
and regulations. The PRC legal system is a civil law system based on written statutes. Since the late 1970s, the
PRC government has promulgated laws and regulations dealing with economic matters, such as foreign
investment, corporate organization and governance, commerce, taxation and trade, with a view towards
developing a comprehensive system of commercial law. However, as the legal system in China continues to
develop, and many of these laws and regulations are relatively new and continue to evolve, these laws and
regulations may be subject to interpretation. As other civil law countries, there is a limited volume of published
court decisions, which may be cited for reference but are not binding on subsequent cases and have limited
precedential value unless the Supreme People’s Court otherwise provides. As these laws and regulations are
continually evolving in response to changing economic and other conditions, we cannot foresee how these laws,
rules and regulations will be interpreted and enforced, which may adversely affect the legal protections and
remedies that are available to investors and us.
–5 5–


--- page 65 ---
RISK FACTORS
Our employment practices may be adversely impacted under PRC labor-related laws. Implementation of
the labor laws and regulations in China may adversely affect our business and results of operation.
The Standing Committee of the National People’s Congress (ึ) promulgated the
Labor Contract Law of the PRC (جthe “Labor Contract Law”), which became
effective on January 1, 2008 and was amended on December 28, 2012, and the State Council promulgated
implementing rules for the Labor Contract Law on September 18, 2008. The Labor Contract Law and the
implementing rules impose requirements concerning, among others, the execution of written contracts between
employers and employees, the time limits for probationary periods, and the length of employment contracts. The
interpretation and implementation of these regulations are still evolving, our employment practices may violate
the Labor Contract Law and related regulations and we could be subject to penalties, fines or legal fees as a
result. If we are subject to severe penalties or incur significant legal fees in connection with labor law disputes or
investigations, our business, financial condition and results of operations may be adversely affected.
It may be difficult to effect service of process, enforce foreign judgments and arbitral awards against us or
our Directors and senior management.
We are incorporated in the Cayman Islands. A significant number of our operating subsidiaries are
incorporated in China. In addition, all of our Directors and senior management reside in China or Hong Kong.
Substantial all of our assets and some of the assets of our management are located in China. As a result, it may be
difficult or impracticable for you to effect service of process within Hong Kong upon us or these persons, to
bring an action in Hong Kong against us or these individuals. Moreover, China does not have treaties with many
other jurisdictions that provide for the reciprocal recognition and enforcement of judicial rulings and awards.
On July 14, 2006, the Supreme People’s Court of China and Hong Kong entered into the Arrangement on
Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the
Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements
between Parties Concerned (
ٙ
τર) (“2006 Arrangement”), which became effective on August 1, 2008. Pursuant to such arrangement, a party
with a final judgment rendered by a Hong Kong court requiring payment of money in a civil and commercial
case according to a choice of court agreement in writing may apply for recognition and enforcement of the
judgment in China, and vice versa. However, it is subject to the parties in the dispute agreeing to enter into a
choice of court agreement in writing under the 2006 Arrangement.
On January 18, 2019, the Supreme People’s Court of China and Hong Kong entered into the Arrangement
on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the
Mainland and of the Hong Kong Special Administrative Region (
ʝႩ̙ձੂБ
τર) (“2019 Arrangement”), and from January 29, 2024, the 2019 Arrangement superseded
the 2006 Arrangement and afford greater clarity and certainty for reciprocal recognition and enforcement of
judgments in civil and commercial matters. The 2006 Arrangement will remain applicable to a “choice of court
agreement in writing” entered into before the 2019 Arrangement taking effect. However, outcomes of any
applications to recognize and enforce such judgments and arbitral awards in China will be subject to the PRC
courts further adjudication in accordance with PRC laws, including the PRC civil procedure law.
Furthermore, an original action may only be brought in China against us or our Directors and senior
management if the actions are not required to be arbitrated by PRC law and upon satisfaction of the conditions
for commencing a cause of action pursuant to the PRC civil procedure law. As a result of the conditions set forth
in the PRC civil procedure law, we cannot assure you whether investors will be able to bring an original action in
China in this manner.
Laws and regulations over currency conversion and future fluctuation of Renminbi exchange rates could
adversely affect our results of operations and financial condition, and may reduce the value of, and
dividends payable on, our Shares in foreign currency terms.
The PRC government imposes laws and regulations on the convertibility of the Renminbi into foreign
currencies and, in certain cases, the remittance of currency out of China. Under our current corporate structure,
our Company in the Cayman Islands relies on dividend payments from our PRC subsidiaries to fund any cash
and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current
–5 6–


--- page 66 ---
RISK FACTORS
account items, such as profit distributions and trade and service-related foreign exchange transactions, can be
made in foreign currencies without the prior approval of SAFE, by complying with certain procedural
requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior
approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies
with certain procedures under PRC foreign exchange regulations. However, approval from or registration with
appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and
remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies.
There are uncertainties whether the PRC government may further regulate access to foreign currencies for
current account transactions in the future. If the foreign exchange regulation system makes it difficult for us to
obtain sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends
in foreign currencies to our shareholders. Further, there is no assurance that new regulations will not be
promulgated in the future that would have the effect of further regulating the remittance of Renminbi into or out
of China.
The value of Renminbi against the Hong Kong dollar, the U.S. dollar and other currencies fluctuates, is
subject to change resulting from the PRC, the U.S. and other government’s policies, and depends to a large extent
on domestic and international economic and global political developments as well as supply and demand in the
local market. It is difficult to predict how market forces or government policies may impact the exchange rate
between the Renminbi and the Hong Kong dollar, the U.S. dollar or other currencies in the future.
The proceeds from the Global Offering will be received in Hong Kong dollars. As a result, any appreciation
of the Renminbi against the Hong Kong dollar may result in a decrease in the value of our proceeds from the
Global Offering. Conversely, any depreciation of the Renminbi may affect the value of, and any dividends
payable on, the Shares in foreign currency terms. Further, we may not be able to find suitable instruments to
reduce our foreign currency risk exposure at reasonable costs. All of these factors could adversely affect our
business, results of operations and financial condition, and could reduce the value of, and dividends payable on,
the Shares in foreign currency terms.
We may be classified as a PRC resident enterprise for PRC enterprise income tax purposes under the EIT
Law, and our income may be subject to PRC withholding tax under the EIT Law.
Under the EIT Law, an enterprise established outside of the PRC with a “de facto management body” within
China is considered a resident enterprise and will be subject to the enterprise income tax on its global income at
the rate of 25%. The implementation rules (“EIT Rules”) define the term “de facto management body” as the
body that exercises full and substantial control over, and overall management of, the business, production,
personnel, accounts and properties of an enterprise. On April 22, 2009, the State Administration of Taxation (
਷
೼ਕᐼ҅) (“SAT”) issued a circular, known as Circular 82, which was last amended on December 29, 2017.
Circular 82 provides certain specific criteria for determining whether the “de facto management body” of a
PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to
offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those with no single individual
controller like us, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto
management body” test should be applied in determining the tax resident status of all offshore enterprises.
According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise
group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and
will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met:
(1) the primary location of the day-to-day operational management is in China; (2) decisions relating to the
enterprise’s financial and human resource matters are made or are subject to approval by organizations or
personnel in China; (3) the enterprise’s primary assets, accounting books and records, company seal, and board
and shareholder resolutions, are located or maintained in China; and (4) at least 50% of voting board members or
senior executives habitually reside in China.
We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes.
However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and we
cannot be certain on how the tax authorities will interpret the term “de facto management body”. As most of our
management members are based in China, it remains unclear how the tax residency rule will apply to our case. If
the PRC tax authorities determine that our Company or any of our subsidiaries outside of the PRC is a PRC
resident enterprise for PRC enterprise income tax purposes, our Company or such subsidiary could be subject to
–5 7–


--- page 67 ---
RISK FACTORS
PRC tax at a rate of 25% on its worldwide income, which could materially reduce our net profit. In addition, we
will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities
determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or
other disposition of our ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC
enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable
tax treaty), if such gains are deemed to be from PRC sources. There is possibility that non-PRC shareholders of
our Company would not be able to claim the benefits of any tax treaties between their country of tax residence
and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on
your investment in our Shares.
Our potential growth through acquisitions in China is subject to the procedures established under China’s
M&A rules, laws and certain other PRC regulations, which could make it more difficult for us to complete
such acquisitions.
On August 8, 2006, MOFCOM, State-owned Assets Supervision and Administration Commission of the
State Council (
ึ), SAT, the State Administration for Industry and Commerce of the
PRC (၍ଣᐼ҅), the CSRC and SAFE jointly issued the Regulations on Mergers and Acquisition of
Domestic Enterprises by Foreign Investors (֛M&A Rules”), which was
effective on September 8, 2006 and amended in June 2009. Merger and acquisition activities by foreign investors
are subject to procedures and requirements under M&A Rules, laws and other regulations and rules concerning
M&A, including requirements in some instances that MOFCOM be notified in advance of any change-of-control
transaction in which a foreign investor takes control of a PRC domestic enterprise, which could potentially
require a foreign investor to spend more time navigating through the review process. In addition, the Provisions
of the Ministry of Commerce on the Implementation of the Safety Review System for Merger and Acquisition of
Domestic Enterprises by Foreign Investors (
֛issued by
MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors
that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors
may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict
review by MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by
structuring the transaction through a proxy or contractual control arrangement. Moreover, the Anti-Monopoly
Law promulgated by the Standing Committee of the National People’s Congress of China and effective in 2008,
as most recently amended on June 24, 2022 and effective from August 1, 2022, requires that transactions which
are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the relevant
anti-monopoly authority before they can be completed. It also requires business operators not to abuse data,
algorithms, technology, capital advantages and platform rules to exclude or limit competition.
In the future, we may grow our business by acquiring complementary businesses. Complying with the
requirements of the abovementioned regulations and other relevant rules to complete such transactions could be
time-consuming, and any required approval processes, including obtaining approval from MOFCOM or its local
counterparts may affect our ability to complete such transactions, which could affect our ability to expand our
business or maintain our market share.
PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may
make it difficult for us to use the proceeds of the Global Offering to make loan or additional capital
contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our
ability to fund and expand our business.
We are an offshore holding company conducting our operations in China through our PRC subsidiaries. We
may make loans to our PRC subsidiaries, subject to the administrative procedures and limitation of amount, or
we may make additional capital contributions to our PRC subsidiaries in China.
Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered
capital, are subject to reporting with or approval by or registration with the relevant governmental authorities in
China. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions
to our PRC subsidiaries are subject to the requirement of making necessary filings or reports in the Foreign
Investment Comprehensive Management Information System, and registration with a local bank authorized by
SAFE and also registration with the local branch of State Administration for Market Regulation. In addition, any
foreign loan procured by our PRC subsidiaries is required to be registered with SAFE or its local branches. Also,
–5 8–


--- page 68 ---
RISK FACTORS
any medium- or long-term loan exceeding one year to be provided by us must be recorded and registered by the
National Development and Reform Committee. The amount of foreign loans procured by our PRC subsidiaries
are also subject to statutory limits, which is either in the difference between the registered capital and the total
investment amount of such PRC subsidiaries or a multiple of their net assets. We may not be able to complete
such recording, filing or registrations on a timely basis, if at all, with respect to future capital contributions or
foreign loans by us directly to our PRC subsidiaries. If we fail to complete such recording, filing or registrations,
our ability to use the proceeds of the Global Offering and to capitalize our PRC operations may be negatively
affected, which could adversely affect our liquidity and our ability to fund and expand our business.
SAFE issued the Notice of the State Administration of Foreign Exchange on Reforming the Administration
of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises (
̮ਠ
ٝSAFE Circular 19”) which took effect on June 1, 2015 and amended
on December 30, 2019 and March 23, 2023. SAFE further issued the Notice of the State Administration of
Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of
Capital Account (
ٝSAFE Circular 16”), effective
on June 9, 2016, which, among other things, amend certain provisions of Circular 19. The SAFE Circular 19 and
the SAFE Circular 16 allow for the use of Renminbi converted from the foreign currency-denominated capital for
equity investments in the PRC, provided that such usage shall fall into the scope of business of the foreign
invested enterprise, which will be regarded as the reinvestment of foreign-invested enterprise. In addition, SAFE
promulgated the notice of the State Administration of Foreign Exchange on Further Promoting the Convenience
of Cross-border Trade and Investment (
ٝSAFE
Circular 28”) on October 23, 2019, which took effect on the same day. SAFE Circular 28, subject to certain
conditions, allows foreign-invested enterprises whose business scope does not include investment, or
non-investment foreign-invested enterprises, to use their capital funds to make equity investments in China. As
of the Latest Practicable Date, its interpretation and implementation in practice continue to evolve. Whether
SAFE will permit such capital funds to be used for equity investments in the PRC is subject to SAFE’s
case-by-case determination in practice. The Circular 19, the Circular 16 and SAFE Circular 28 may affect our
ability to transfer to and use in China the net proceeds from the Global Offering, which may adversely affect our
business, results of operations and financial condition.
Dividends payable by us to our foreign investors and gains on the sale of our Shares may become subject
to withholding taxes under PRC tax laws.
Under the PRC EIT Law and the EIT Rules, its implementation regulations, subject to any applicable tax
treaty or similar arrangement between the PRC and your jurisdiction of residence that provides otherwise, we
may be deemed as a PRC resident enterprise by the PRC tax authorities for tax purpose. PRC income tax at the
rate of 10% is applicable to dividends payable by a PRC “resident enterprise” to investors that are “non-resident
enterprises” (i.e., those enterprises that do not have an establishment or place of business in China, or those that
have such an establishment or place of business but the relevant income of which is not effectively connected
with the establishment or place of business) to the extent such dividends have their source within China.
Similarly, any gain realized on the transfer of shares by such enterprises is also subject to 10% PRC income tax if
such gain is regarded as income derived from sources within China. If the dividends we pay to our shareholders
are regarded as income derived from sources within China, we may be required to withhold a 10% PRC
withholding tax for the dividends we pay to our investors who are non-PRC enterprise shareholders.
Under PRC Individual Income Tax Law (
جand its implementation rules,
dividends from sources within China paid to foreign individual investors who are not PRC residents and gains
from PRC sources realized by such investors on the transfer of share are generally subject to PRC income tax at a
rate of 20% for individuals. Any PRC tax may be reduced or exempted under applicable tax treaties or similar
arrangements.
If we are treated as a PRC resident enterprise, dividends we pay with respect to our Shares, or the gain
realized from the transfer of our Shares, may be treated as income derived from sources within China and as a
result be subject to the PRC income taxes described above. See “—We may be classified as a PRC resident
enterprise for PRC enterprise income tax purposes under the EIT Law, and our income may be subject to PRC
withholding tax under the EIT Law.” However, shareholders who are not PRC tax residents and seek to enjoy
preferential tax rates under relevant tax treaties may apply to the PRC tax authorities to be recognized as eligible
for such benefits in accordance with the Announcement of State Taxation Administration on Promulgation of the
–5 9–


--- page 69 ---
RISK FACTORS
Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits (೯б<͏ॶ
ج>ʮѓ), which was issued on October 14, 2019 and took effect on January 1, 2020.
If determined to be ineligible for the applicable tax treaty benefits, gains obtained from sales of our Shares and
dividends on our Shares paid to such Shareholders would subject to higher PRC tax rates. In such cases, the value
of your investment in our Shares may be materially affected by the unfavorable tax treatment.
The regulations over indirect transfers of PRC assets by the PRC tax authorities may have a negative
impact on our business operations, our acquisition or restructuring strategy or the value of your
investment in us.
On February 3, 2015, the SAT issued the Announcement of the State Administration of Taxation on Several
Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-resident Enterprises
(
ʮѓ) (“SAT Bulletin 7”). Pursuant to SAT Bulletin 7, an
“indirect transfer” of PRC assets, including a transfer of equity interests in an unlisted non-PRC holding
company of a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a
direct transfer of the underlying PRC assets, if such arrangement does not have a reasonable commercial purpose
and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived
from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who
is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the
transfer of equity interests in a PRC resident enterprise.
On October 17, 2017, SAT issued the Announcement of the State Administration of Taxation on Issues
Concerning the Withholding of Non-resident Enterprise Income Tax at Source (
ϔᖮϞ
ʮѓ) (“SAT Bulletin 37”), which became effective on December 1, 2017. Pursuant to SAT Bulletin 37,
where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of the Enterprise Income
Tax, the tax authority may order it to pay the tax due within required time limits, and the non-resident enterprise
shall declare and pay the tax payable within such time limits specified by the tax authority; however, if the
non-resident enterprise voluntarily declares and pays the tax payable before the tax authority orders it to do so
within required time limits, it shall be deemed that such enterprise has paid the tax in time.
Different interpretations remain as to the application of SAT Bulletin 7 and SAT Bulletin 37. For example,
while the term “Indirect Transfer” is not clearly defined, it is understood that the relevant PRC tax authorities
have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact
with the PRC. Moreover, the relevant authority has not yet promulgated any formal provisions or made any
formal declaration as to the process and format for reporting an Indirect Transfer to the competent tax authority
of the relevant PRC resident enterprise. In addition, there are no formal declarations with regard to how to
determine whether a foreign investor has adopted an abusive arrangement in order to reduce, avoid or defer PRC
tax. SAT Bulletin 7 and SAT Bulletin 37 may be determined by the tax authorities to be applicable to previous
investments or transactions by non-resident investors in our Company, if any of such transactions were
determined by the tax authorities to lack reasonable commercial purpose. As a result, we and our existing
non-resident investors may become at risk of being taxed under SAT Bulletin 7 and SAT Bulletin 37 and may be
required to expend valuable resources to comply with SAT Bulletin 7 and SAT Bulletin 37 or to establish that we
should not be taxed under SAT Bulletin 7 and SAT Bulletin 37, which may adversely affect our results of
operations and financial condition or such non-resident investors’ investments in us. We may conduct
acquisitions involving changes in corporate structures, and historically we surrendered Shares and reissued to our
current shareholders. We cannot assure you that the PRC tax authorities will not, adjust any capital gains and
impose tax return filing obligations on us or require us to provide assistance for the investigation of PRC tax
authorities with respect thereto. Any PRC tax imposed on a transfer of our Shares or any adjustment of such
gains would cause us to incur additional costs and may affect the value of your investment in us.
Changes in geopolitical relationships, international trade policies and other tensions may impact our
business operations.
We plan to expand to overseas market. See “Business—Growth Strategies” and “Future Plans and Use of
Proceeds” for details. Therefore, our business may be subject to constantly changing international economic,
regulatory, social and global political conditions, and local conditions in those foreign countries and regions. As
a result, China’s relationships with those foreign countries and regions may affect the demand for our services
and our ability to serve foreign customers. There can be no assurance that such customers will not alter their
–6 0–


--- page 70 ---
RISK FACTORS
perception of us or their preferences as a result of adverse changes to the relationships between China and the
relevant foreign countries or regions. Any tensions and concerns between China and the relevant foreign
countries or regions may cause a decline in the demand for our services and adversely affect our business,
financial condition, results of operations, cash flows and prospects.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our Shares, and the liquidity and market price of our Shares
may be volatile.
Prior to the Global Offering, there has been no public market for our Shares. The Offer Price for our Shares
is the result of negotiations between us and the Overall Coordinators (for themselves and on behalf of the
Underwriters), which may not be indicative of the price at which our Shares will be traded following completion
of the Global Offering. The market price of our Shares may drop below the Offer Price at any time after the
completion of the Global Offering. We have applied for listing of, and permission to deal in, our Shares on the
Stock Exchange. A listing on the Stock Exchange, however, does not guarantee that an active and liquid trading
market for our Shares will develop, or if it does develop, that it will be sustained following the Global Offering
or that the market price of our Shares will not decline following the Global Offering. Furthermore, the market
price and trading volume of our Shares may be volatile for specific reasons, including:
• actual or anticipated fluctuations in our operating performance and revenue;
• news regarding recruitment or departure of key personnel by us or our competitors;
• announcements of competitive developments, acquisitions or strategic alliances in our industry;
• potential litigation or regulatory investigations;
• general market conditions or other developments affecting us or our industry;
• the operating and stock price performance of other companies and industries, and other events or
factors beyond our control; and
• the release of lock-up or other transfer restrictions on our outstanding Shares or sales or perceived sales
of Shares by us or other Shareholders.
Moreover, the capital market has from time to time experienced significant price and trading volume
fluctuations that were unrelated or not directly related to the operating performance of the underlying companies
in the market. These broad market and industry fluctuations may have a material and adverse effect on the
market price and trading volume of our Shares.
An active and liquid trading market for our Shares may not develop.
Prior to the Global Offering, our Shares were not traded on any other market. We cannot assure you that an
active and liquid trading market for our Shares will be developed or be maintained after the Global Offering.
Liquid and active trading markets usually result in less price volatility and more efficiency in carrying out
investors’ purchase and sale orders. The market price of our Shares could vary significantly as a result of a
number of factors, some of which are beyond our control. In the event of a drop in the market price of our Shares,
you could lose a substantial part or all of your investment in our Shares.
Purchasers of our Shares in the Global Offering will experience immediate dilution and may experience
further dilution if we issue additional Shares in the future.
As the Offer Price of our Shares is higher than the consolidated net tangible assets per Share immediately
prior to the Global Offering, purchasers of our Shares in the Global Offering will experience an immediate
dilution in pro forma adjusted consolidated net tangible assets. Our existing Shareholders will receive an increase
in the pro forma adjusted consolidated net tangible asset value per Share of their shares. In addition, holders of
our Shares may experience further dilution of their interest if the Underwriters exercise the Over-allotment
–6 1–


--- page 71 ---
RISK FACTORS
Option or if we issue additional shares in the future to raise additional capital. To expand our business, we may
consider offering and issuing additional Shares in the future. To the extent that we raise additional capital
through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms
may include liquidation or other preferences that adversely affect your rights as a holder of our Shares.
Purchasers of the Offer Shares may experience dilution in the net tangible asset value per Share of their Shares if
we issue additional Shares in the future at a price which is lower than the net tangible asset value per Share at
that time.
Future sales or perceived sales of substantial amounts of our securities in the public market could have a
material and adverse effect on the prevailing market price of our Shares and our ability to raise additional
capital in the future, or may result in dilution of your shareholdings.
Future sales of substantial amounts of our Shares or other securities relating to our Shares in the public
market, or the issuance of new Shares or other securities relating to our Shares, or the perception that such sales
or issuances may occur could all cause a decline in the market price of our Shares. Future sales, or perceived
sales, of substantial amounts of our securities or other securities relating to our Shares, including part of any
future offerings, could also materially and adversely affect the prevailing market price of our Shares and our
ability to raise capital in the future at a time and at a price which we deem appropriate.
We may not be able to pay any dividends on our Shares.
We cannot guarantee when and in what form dividends will be paid on our Shares following the Global
Offering. The declaration of dividends is proposed by the Board and is based on, and limited by, various factors,
including without limitation, our business and financial performance, capital and regulatory requirements,
general business conditions and applicable law. We may not have sufficient or any profits to enable us to make
dividend distributions to our Shareholders in the future, even if our financial statements indicate that our
operations have been profitable. For details, see “Financial Information—Dividend.”
If securities or industry analysts do not publish research reports about our business, or if they adversely
change their recommendations regarding our Shares, the market price and trading volume of our Shares
may decline.
The trading market of our Shares may be influenced by research reports that industry or securities analysts
publish about us or our business. If one or more analysts who cover us downgrade our Shares or publish negative
opinions about us, the market price of our Shares would likely decline regardless of the accuracy of the
information. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we
could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume of
our Shares to decline.
We were incorporated under the laws of the Cayman Islands and these laws could provide different
protections to minority shareholders than the laws of Hong Kong.
Our corporate affairs are governed by the Memorandum and the Articles and by the Cayman Companies Act
and laws of the Cayman Islands. The laws of the Cayman Islands relating to the protection of the interest of
minority shareholders could differ in some respects from those established under statutes or judicial precedent in
existence in Hong Kong. Such differences could mean that the minority shareholders could have different
protections than they could have under the laws of Hong Kong.
Forward-looking statements contained in this prospectus are subject to risks and uncertainties.
This prospectus contains forward-looking statements with respect to our business strategies, operating
efficiencies, competitive positions, and growth opportunities for existing operations, plans and objectives of
management, certain pro forma information and other matters.
The words “anticipate,” “believe,” “could,” “potential,” “continue,” “expect,” “intend,” “may,” “plan,”
“seek,” “will,” “would,” “should” and the negative of these terms and other similar expressions identify a
number of these forward-looking statements. These forward-looking statements, including, among others, those
relating to our future business prospects, capital expenditure, cash flows, working capital, liquidity and capital
–6 2–


--- page 72 ---
RISK FACTORS
resources are necessary estimates reflecting the best judgment of our Directors and management and involve a
number of risks and uncertainties that could cause actual results to differ materially from those suggested by the
forward-looking statements. As a result, these forward-looking statements should be considered in light of
various important factors, including those set out in this section. Accordingly, such statements are not a
guarantee of future performance and you should not place undue reliance on any forward-looking information.
All forward-looking statements in this prospectus are qualified by reference to this cautionary statement.
The industry data and forecasts in this prospectus obtained from various official government sources have
not been independently verified.
This prospectus includes industry data and forecasts extracted from the report prepared by F&S, which was
commissioned by us, and from various official governmental publications and other publicly available
publications. We have no reason to believe that such information is false or misleading or that any fact has been
omitted that would render such information false or misleading. However, we cannot assure you of the accuracy
or completeness of information obtained from these sources. We have not independently verified any of the data,
forecasts and other statistics from official government sources, nor have we ascertained that the underlying
economic assumptions relied upon in those sources. The information from official government sources has not
been independently verified by us or any other parties involved in the Global Offering, or any of our or their
respective directors, senior management, representatives, advisors or any other persons involved in the Global
Offering and no representation is given as to its accuracy. Moreover, such facts, forecasts and other statistics may
not be prepared on the same basis or with the same degree of accuracy (as the case may be) in other publications
or jurisdictions. For these reasons, the information from various government publications contained in this
prospectus may not be accurate and should not be given undue reliance as a basis for making your investment in
our Shares.
You should read the entire prospectus carefully and should not rely on any information contained in press
articles or other media regarding us and the Global Offering.
You are strongly advised to read the entire prospectus carefully, and we strongly caution you not to rely on
any information contained in press articles or other media regarding us and the Global Offering. Prior to the
publication of this prospectus, there may have been press and media coverage regarding us and the Global
Offering. Such press and media coverage may include references to certain information that does not appear in
this prospectus, including certain operating and financial information and projections, valuations and other
information. We have not authorized the disclosure of any such information in the press or media and do not
accept any responsibility for any such press or media coverage or the accuracy or completeness of any such
information or publication. We make no representation as to the appropriateness, accuracy, completeness or
reliability of any such information or publication. To the extent that any such information is inconsistent or
conflicts with the information contained in this prospectus, we disclaim responsibility for it and you should not
rely on such information. In making decisions as to whether to invest in our Shares, prospective investors should
rely only on the financial, operational and other information included in this prospectus.
–6 3–


--- page 73 ---
WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
In preparation for the Global Offering, we have sought the following waivers and exemptions from strict
compliance with the relevant provisions of the Listing Rules.
MANAGEMENT PRESENCE
Rule 8.12 of the Listing Rules requires that a new applicant must have a sufficient management presence in
Hong Kong. This normally means that at least two of its executive directors must be ordinarily residents in Hong
Kong. The business operations of our Group are located in China. Due to the business requirements of our
Group, none of the executive Directors has been, is or will be based in Hong Kong. Our Company considers that
it would be impracticable and commercially infeasible to appoint two Hong Kong residents as executive
Directors or to relocate the existing executive Directors to Hong Kong considering that the operations of our
Group are based outside Hong Kong. Accordingly, we have applied to the Stock Exchange for, and the Stock
Exchange has granted us, a waiver from strict compliance with the requirement of Rule 8.12 of the Listing Rules.
In order to maintain effective communication with the Stock Exchange, we have adopted, among others, the
following measures which are in line with Chapter 3.10 of the Listing Guide:
(a) Our Company has appointed two authorized representatives pursuant to Rule 3.05 of the Listing Rules
who will act as our principal communication channel with the Stock Exchange and will ensure that we
comply with the Listing Rules at all times. These two authorized representatives appointed are
Ms. WANG Jing, one of our executive Director, and Mr. YANG Lei, one of the joint company
secretaries of our Company. Each of the authorized representatives will be available to meet with the
Stock Exchange within a reasonable time frame upon the request of the Stock Exchange and will be
readily contactable by telephone, facsimile and e-mail. Each of the two authorized representatives has
been duly authorized to communicate on our Company’s behalf with the Stock Exchange. Our
Company will inform the Stock Exchange promptly in respect of any change in the authorized
representatives;
(b) Both authorized representatives have means to contact all Directors (including the independent
non-executive Directors) promptly at all times as and when the Stock Exchange wishes to contact our
Directors for any matters. Pursuant to Rule 3.20 of the Listing Rules, each Director has provided their
contact information (including their mobile phone numbers, office phone numbers, e-mail addresses,
and fax numbers (if available)) to the Stock Exchange and to the authorized representatives and will
inform the Stock Exchange promptly if there are any changes to the contact of the Directors. This will
ensure that the Stock Exchange and the authorized representatives should have means for contacting all
Directors promptly at all times as and when required. In the event that a Director expects to travel or is
otherwise out of office, he/she will provide his/her phone number of the place of his/her
accommodation to the authorized representatives or maintain an open line of communication via his/
her mobile phone;
(c) All our Directors who are not ordinarily resident in Hong Kong have confirmed that they possess or
can apply for valid travel documents to visit Hong Kong and will be able to meet with relevant
members of the Stock Exchange in Hong Kong upon reasonable notice, when required; and
(d) Our Company has appointed Innovax Capital Limited as our compliance advisor pursuant to Rule
3A.19 of the Listing Rules, who will act as our additional communication channel with the Stock
Exchange and will be available to respond to enquiries from the Stock Exchange.
Our Company has designated to relevant staff members, the responsibilities regarding maintaining
day-to-day communication with Mr. CHOW Shing Lung, our joint company secretary who is ordinarily resident
in Hong Kong, and our Company’s professional advisors in Hong Kong, including but not limited to our
compliance advisor, to keep abreast of any correspondences and/or enquiries from the Stock Exchange and report
to our Directors to further facilitate communication between the Stock Exchange and our Company.
JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, our Company secretary must be an individual who, by
virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the Stock
–6 4–


--- page 74 ---
WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
Exchange, capable of discharging the functions of our Company secretary. The Stock Exchange considers the
following academic or professional qualifications to be acceptable: (1) a member of The Hong Kong Chartered
Governance Institute (formerly known as The Hong Kong Institute of Chartered Secretaries); (2) a solicitor or
barrister (as defined in the Legal Practitioners Ordinance); and (3) a certified public accountant (as defined in the
Professional Accountants Ordinance).
In assessing “relevant experience,” the Stock Exchange will consider: (1) the individual’s length of
employment with the issuer and other listed companies and the roles he/she played, (2) the individual’s
familiarity with the Listing Rules and other relevant law and regulations including SFO, Companies Ordinance,
Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code, (3) relevant training
taken and/or to be taken in addition to the minimum requirement of taking not less than fifteen hours of relevant
professional training in each financial year under Rule 3.29 of the Listing Rules, and (4) the individual’s
professional qualifications in other jurisdictions.
We have appointed Mr. YANG Lei and Mr. CHOW Shing Lung as our joint company secretaries.
Biographical information of Mr. YANG Lei and Mr. CHOW Shing Lung is set out in the section headed
“Directors and Senior Management” in this prospectus.
Since Mr. YANG Lei does not possess a qualification stipulated in Rule 3.28 of the Listing Rules, he is not
able to solely fulfill the requirements as a company secretary of a listed issuer stipulated under Rules 3.28 and
8.17 of the Listing Rules. Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules
in relation to the appointment of Mr. YANG Lei and Mr. CHOW Shing Lung as our joint company secretaries.
Although Mr. YANG Lei does not possess the specified qualification required by Rule 3.28 of the Listing
Rules, our Directors believe that considering Mr. YANG Lei’s past experience in the legal, financial and capital
market related affairs, he is capable of discharging the functions of a joint company secretary with the assistance
of Mr. CHOW Shing Lung, the other joint company secretary of our Company who fully complies with the
requirements under Rule 3.28 and 8.17 of the Listing Rules. In addition, Mr. YANG Lei is familiar with and has
a thorough understanding of the operations of our internal corporate governance, business and finance. Therefore,
we believe that the appointment of Mr. YANG Lei as a joint company secretary is in our Company’s and the
Shareholders’ best interests and beneficial to our corporate governance.
Given the important role of company secretary in the corporate governance of a listed issuer, particularly in
assisting with the listed issuer as well as its directors in complying with the Listing Rules and other relevant laws
and regulations, we have made the following arrangements for the waiver:
• Mr. YANG Lei will endeavor to attend relevant training courses, including briefing on the latest
changes to the applicable Hong Kong laws and regulations as well as the Listing Rules organized by
our legal advisor as to the laws of Hong Kong on an invitation basis, and seminars organized by the
Stock Exchange or other professional bodies from time to time, in addition to the 15-hour minimum
requirement under Rule 3.29 of the Listing Rules;
• We have appointed Mr. CHOW Shing Lung, a solicitor of The High Court of Hong Kong and an
associate member of both The Hong Kong Chartered Governance Institute and The Chartered
Governance Institute in the United Kingdom, who fully complies with the requirements under
Rules 3.28 and 8.17 of the Listing Rules to act as the other joint company secretary. Mr. CHOW Shing
Lung will work closely with and provide assistance to Mr. YANG Lei in the discharge of his duties as
a company secretary for an initial period of three years commencing from the Listing Date (“Initial
Three-year Period”) so as to enable Mr. YANG Lei to acquire the relevant experience (as required
under Rule 3.28 of the Listing Rules) to discharge the duties and responsibilities as a joint company
secretary;
• Mr. YANG Lei will also be assisted by our compliance advisor and legal advisor as to the laws of
Hong Kong on matters in relation to our continuing compliance obligations under the Listing Rules and
the applicable laws and regulations.
–6 5–


--- page 75 ---
WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
Such waiver will be revoked immediately if and when Mr. CHOW Shing Lung ceases to provide such
assistance or if there are material breaches of the Listing Rules by us. We will liaise with the Stock Exchange
before the end of the three-year period to enable it to assess whether Mr. YANG Lei, having had the benefit of
Mr. CHOW Shing Lung assistance for three years, will have acquired relevant experience within the meaning of
Rule 3.28 of the Listing Rules so that a further waiver will not be necessary. In the event that Mr. YANG Lei has
obtained relevant experience under Rule 3.28 of the Listing Rules at the end of the said Initial Three-year Period,
the above joint company secretaries arrangement would no longer be necessary for us.
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS
We have entered into certain connected transactions which would constitute non-exempt continuing
connected transactions of our Company under Chapter 14A of the Listing Rules following the completion of the
Global Offering. We have applied for, and the Stock Exchange has granted us, a waiver from strict compliance
with the requirements under Chapter 14A of the Listing Rules in relation to such non-exempt continuing
connected transactions. Details of such non-exempt continuing connected transactions and the waiver are set out
in the sections headed “Connected Transactions” in this prospectus.
CONSENT IN RELATION TO ALLOCATION OF OFFER SHARES TO CONNECTED CLIENT
Paragraph 1B(7) of the Appendix F1 to the Listing Rules states that “connected client” in relation to an
exchange participant means any client which is a member of the same group of companies as such exchange
participant.
Paragraph 1C(1) of Appendix F1 to the Listing Rules provides that no allocations will be permitted to
“connected clients” of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s))
or any distributor(s) (other than syndicate member(s)), without the prior written consent of the Stock Exchange.
As disclosed in the section headed “Cornerstone Investor” in this prospectus, Guangdong-Macao In-Depth
Cooperation Zone In Hengqin Aoqin Heming Investment Partnership (Limited Partnership)
ܓ
Υྫ  (“Aoqin Heming”) has entered into a cornerstone investment
agreement with the Company and the Joint Sponsors to subscribe for the Offer Shares and will hold the Offer
Shares on a discretionary basis for and on behalf of (i) a government body in the Greater Bay Area, and (ii) the
Hengqin Guangdong-Macao In-Depth Cooperation Zone Finance Bureau (
҅) ((i) and
(ii) together, the “Ultimate Clients”) under the International Offering.
Aoqin Heming is managed by CICC Capital Management Co., Ltd. (ʮ̡) (“CICC
Capital”) as its general partner. CICC Capital is a wholly-owned subsidiary of China International Capital
Corporation Limited (“CICC”). China International Capital Corporation Hong Kong Securities Limited
(“CICCHKS”) is one of the joint sponsors, sponsor-overall coordinators, overall coordinators and capital market
intermediaries of the Global Offering, and is an indirect wholly-owned subsidiary of CICC. Therefore, Aoqin
Heming and CICCHKS are members of the same group of companies, and Aoqin Heming is a connected client
of CICCHKS and the participation of Aoqin Heming as a cornerstone investor in the Global Offering would
constitute an allocation to a connected client of a distributor.
For further information about Aoqin Heming, please refer to the section headed “Cornerstone Investor —
The Cornerstone Investor” in this prospectus.
We have applied to the Stock Exchange for, and the Stock Exchange has granted, its consent pursuant to
paragraph 1C(1) of Appendix F1 to the Listing Rules for Aoqin Heming to participate as a cornerstone investor
in the Global Offering subject to the following conditions:
(a) the Offer Shares to be allocated to Aoqin Heming, to the best of the Overall Coordinators’ knowledge
and belief, will be held on a discretionary basis on behalf of independent third parties;
(b) no preferential treatment has been, nor will be, given to Aoqin Heming by virtue of its relationship with
CICCHKS (other than the assured entitlement under a cornerstone investment agreement for Aoqin
Heming);
(c) CICCHKS has not participated in the decision-making process or relevant discussions as to the
allocation of securities to Aoqin Heming;
–6 6–


--- page 76 ---
WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
(d) each of our Company, the Overall Coordinators, CICCHKS and Aoqin Heming has provided the Stock
Exchange a written confirmation in accordance with Chapter 4.15 of the Guide; and
(e) details of the allocation have been disclosed in this prospectus and will be disclosed in the allotment
results announcement of our Company.
–6 7–


--- page 77 ---
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
DIRECTORS’ RESPONSIBILITY STATEMENT
This prospectus, for which the Directors (including any proposed director who is named as such in this
prospectus) collectively and individually accept full responsibility, includes particulars given in compliance with
the Companies (Winding up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market
Listing) Rules (Chapter 571 V of the Laws of Hong Kong) and the Listing Rules for the purpose of giving
information with regard to us. The Directors, having made all reasonable enquiries, confirm that to the best of
their knowledge and belief, the information contained in this prospectus is accurate and complete in all material
respects and not misleading or deceptive, and there are no other matters the omission of which would make any
statement herein or this prospectus misleading.
CSRC APPROVAL
We have submitted the filing with the CSRC for the Global Offering on the Stock Exchange on January 28,
2025 and received the notice of filing on October 14, 2025.
UNDERTAKING AND INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering, which forms part of
the Global Offering. For applicants under the Hong Kong Public Offering, this prospectus set out the terms and
conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained in this prospectus
and on the terms and subject to conditions set out herein and wherein. We have not authorized anyone to provide
you with information that is different from what is contained in this prospectus. Any information or
representation not made in this prospectus must not be relied on by you as having been authorized by us, the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Capital Market Intermediaries, any of the Underwriters, any of our or their respective directors,
officers or representatives or any other person involved in the Global Offering. Neither the delivery of this
prospectus nor any offering, sale or delivery made in connection with the Shares should, under any
circumstances, constitute a representation that there has been no change or development reasonably likely to
involve a change in our affairs since the date of this prospectus or imply that the information contained in this
prospectus is correct as of any date subsequent to the date of this prospectus.
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the Overall
Coordinators. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the
terms of the Hong Kong Underwriting Agreement and is subject to us and the Overall Coordinators (for
themselves and on behalf of the Underwriters) agreeing on the Offer Price. The International Offering is expected
to be fully underwritten by the International Underwriters subject to the terms and conditions of the International
Underwriting Agreement, which is expected to be entered into on or around December 19, 2025.
See the section headed “Underwriting” in this prospectus for further information about the Underwriters and
the underwriting arrangements.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
Details of the structure of the Global Offering, including its conditions, are set out in the section headed
“Structure of the Global Offering” in this prospectus.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for our Shares are set out in the section headed “How to Apply for Hong Kong
Offer Shares” in this prospectus.
OVER-ALLOTMENT OPTION AND STABILIZATION
Details of the arrangements relating to the Over-allotment Option and stabilization are set forth in the
section headed “Structure of the Global Offering” in this prospectus.
–6 8–


--- page 78 ---
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
COMMENCEMENT OF DEALING IN THE SHARES
Dealings in the Shares on the Stock Exchange are expected to commence on Tuesday, December 23, 2025.
The Shares will be traded in board lots of 200 Shares each. The stock code of the Shares will be 2661.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be required
to, or be deemed by his acquisition of Offer Shares to, confirm that he is aware of the restrictions on offers of the
Offer Shares described in this prospectus.
No action has been taken to permit a public offering of the Offer Shares or the general distribution of this
prospectus in any jurisdiction other than in Hong Kong. Accordingly, this prospectus may not be used for the
purposes of, and does not constitute, an offer or invitation in any jurisdiction or in any circumstances in which
such an offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or
invitation. The distribution of this prospectus and the offering of the Offer Shares in other jurisdictions are
subject to restrictions and may not be made except as permitted under the applicable securities laws of such
jurisdictions and pursuant to registration with or authorization by the relevant securities regulatory authorities or
an exemption therefrom.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee for the listing of, and permission to deal in, the Shares in issue,
Shares to be issued pursuant to the Global Offering (including any Shares which may be issued pursuant to the
exercise of the Over-allotment Option) and Shares to be issued upon the exercise of any restricted share unit or
options under the Pre-IPO Share Option Scheme.
No part of our Company’s Share or loan capital is listed on or dealt in on any other stock exchange and no
such listing or permission to list is being or proposed to be sought on the Stock Exchange or any other stock
exchange as of the date of this prospectus. All the Offer Shares will be registered on the Hong Kong Share
register of our Company in order to enable them to be traded on the Stock Exchange.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any
allotment made in respect of any application will be invalid if the listing of, and permission to deal in, the Shares
on the Stock Exchange is refused before the expiration of three weeks from the date of the closing of the
application lists, or such longer period (not exceeding six weeks) as may, within the said three weeks, be notified
to our Company by or on behalf of the Stock Exchange.
OVER-ALLOTMENT OPTION AND STABILIZATION
Details of the arrangements relating to the Over-allotment Option and stabilization are set out in “Structure
of the Global Offering” in this prospectus.
SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the Shares on the Stock Exchange and
compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities
by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or on any other
date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required
to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are
subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made for the Shares to be admitted into CCASS. Investors should
seek the advice of their stockbroker or other professional advisor for details of those settlement arrangements and
how such arrangements will affect their rights and interests.
–6 9–


--- page 79 ---
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
SHARE REGISTER AND HONG KONG STAMP DUTY
Our principal register of members will be maintained by its principal share registrar, Vistra (Cayman)
Limited, in the Cayman Islands, and our Hong Kong register of members will be maintained by our Hong Kong
Share Registrar, Computershare Hong Kong Investor Services Limited. All Offer Shares will be registered on our
Company’s register of members in Hong Kong.
Dealings in the Shares will be subject to Hong Kong stamp duty. For further details of Hong Kong stamp
duty, please seek professional tax advice.
PROFESSIONAL TAX ADVICE RECOMMENDED
You should consult your professional advisors if you are in any doubt as to the taxation implications of
subscribing for, purchasing, holding or disposing of, or dealing in, the Shares or exercising any rights attaching
to the Shares. We emphasize that none of our Company, the Overall Coordinators, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Joint Sponsors, the
Underwriters, any of our or their respective directors, officers or representatives or any other person involved in
the Global Offering accepts responsibility for any tax effects or liabilities resulting from your subscription,
purchase, holding or disposing of, or dealing in, the Shares or your exercise of any rights attaching to the Shares.
EXCHANGE RATE CONVERSION
Unless otherwise specified, this prospectus contains certain translations for the convenience purposes at the
following rates:
RMB0.90906: HK$1.00
RMB7.07490: US$1.00
HK$7.78265: US$1.00
No representation is made that any amounts in HK$, RMB and US$ can be or could have been converted at
the relevant dates at the above rates or any other rates at all.
ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to rounding
adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the
figures preceding them.
LANGUAGE
If there is any inconsistency between this prospectus and the Chinese translation of this prospectus, this
prospectus shall prevail unless otherwise stated. However, the translated English names of the PRC and foreign
national, entities, departments, facilities, certificates, titles, laws, regulations (including certain of our
subsidiaries) and the like included in this prospectus and for which no official English translation exists are
unofficial translations for your reference only. If there is any inconsistency, the names in their original languages
shall prevail.
–7 0–


--- page 80 ---
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
DIRECTORS
Name Address Nationality
Executive Directors
Ms. YANG Yin (ߥRoom 509, No. 68 Shashun Road
Xiaotangshan Town
Changping District
Beijing, PRC
Chinese
Ms. WANG Jing (
ˮ᎑) No. 402, Gate 1
Building 2, No. 33 Courtyard
Taipusi Street, Xicheng District
Beijing, PRC
Chinese
Non-Executive Directors
Mr. ZHAO Yuping (
Ⴛρ̻) Room 804, Unit 1, 8F, Building 403
Baiziwan Dongli, Chaoyang District
Beijing, PRC
Chinese
Mr. ZHENG Kaihuan (
ቍ௱ᒔ) Apartment 701, Unit 3, Building 3
Tongsheng Jiayuan, No. 269 Wenhui Road
Xiacheng District, Hangzhou, PRC
Chinese
Mr. WU Bin (
ю੸) Room 101, Unit 3, Building 3
Huanglong Apartment, Fengtan Road
Qinya Community, Wenxin Street
Xihu District, Hangzhou
Zhejiang Province, PRC
Chinese
Independent Non-Executive Directors
Dr. WANG Xiaoyan (
ˮወዲ) No.112-2, Youshanmeidi Garden
No.1888 Xinghu Avenue,
Chongchuan District, Nantong,
Jiangsu Province, PRC
Chinese
Mr. CHOW Yiu Ming (
׼Flat 04, 11/F, Block 1
Heng Fa Chuen, Chai Wan
Hong Kong
United Kingdom
Mr. BAI Kun (
ͣ੤) Flat B, 19F, Tower 6
Residence Bel-Air South
38 Bel-Air Avenue
Hong Kong
Chinese
(Hong Kong)
Further information about our Directors and other senior management members are set out in “Directors and
Senior Management.”
–7 1–


--- page 81 ---
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors China International Capital Corporation
Hong Kong Securities Limited
29/F One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
48/F One Exchange Square
8 Connaught Place
Central
Hong Kong
Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
48/F One Exchange Square
8 Connaught Place
Central
Hong Kong
Joint Global Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
48/F One Exchange Square
8 Connaught Place
Central
Hong Kong
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Joint Bookrunners, Joint Lead Managers and
Capital Market Intermediaries
China International Capital Corporation Hong
Kong Securities Limited
29/F One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
48/F One Exchange Square
8 Connaught Place
Central
Hong Kong
–7 2–


--- page 82 ---
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
Legal Advisors to Our Company As to Hong Kong and United States laws:
Baker & McKenzie
14/F, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
As to PRC laws:
Tian Yuan Law Firm
Suite 509 Tower A Corporate Square,
35 Financial Street
Xicheng District, Beijing
PRC
As to Cayman Islands laws:
Harney Westwood & Riegels
3501 The Center
99 Queen’s Road Central
Hong Kong
As to PRC data compliance laws:
Tian Yuan Law Firm
Suite 509 Tower A Corporate Square,
35 Financial Street
Xicheng District, Beijing
PRC
As to U.S. Outbound Investment Rule:
Commerce & Finance Law Offices
12-15/F, China World Office 2
No. 1 Jianguomenwai Avenue
Beijing 100004
PRC
Legal Advisors to the Joint Sponsors and the
Underwriters
As to Hong Kong and United States laws:
Herbert Smith Freehills Kramer
23/F, Gloucester Tower
15 Queen’s Road Central
Hong Kong
As to PRC laws:
Haiwen & Partners
20/F, Fortune Financial Center
5 Dong San Huan Central Road
Chaoyang District, Beijing
PRC
–7 3–


--- page 83 ---
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
Auditor and Reporting Accountants Deloitte Touche Tohmatsu
Certified Public Accountants and Registered Public
Interest Entity Auditor
35/F, One Pacific Place
88 Queensway
Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai
Branch Co.
2504 Wheelock Square
1717 Nanjing West Road
Shanghai 200040
PRC
Receiving Bank CMB Wing Lung Bank Limited
45 Des Voeux Road
Central
Hong Kong
–7 4–


--- page 84 ---
CORPORATE INFORMATION
Registered Office P.O. Box 31119
Grand Pavilion, Hibiscus Way
802 West Bay Road
Grand Cayman, KY1-1205
Cayman Islands
Headquarters 7/F, Building F, Yonghe Mansion
No. 28 Andingmen East Street
Dongcheng District
Beijing, PRC
Principal Place of Business in Hong Kong 46/F, Hopewell Centre,
183 Queen’s Road East,
Wan Chai, Hong Kong
Company’s Website
https://www.qingsonghealth.com/
(Note: the information contained on this website does
not form part of this document )
Joint Company Secretaries Mr. YANG Lei ( เᆾ)
Room 202, Unit 1
Building 10 Anzhen Xi Li No. 4
Anzhen Street Chaoyang District
Beijing, PRC
Mr. CHOW Shing Lung (
ཅ፴Ꮂ)
46/F, Hopewell Centre
183 Queen’s Road East Wan Chai
Hong Kong
Authorized Representatives Mr. YANG Lei (
เᆾ)
Room 202, Unit 1
Building 10 Anzhen Xi Li No. 4
Anzhen Street Chaoyang District
Beijing, PRC
Ms. WANG Jing (
ˮ᎑)
No. 402, Gate 1
Building 2, No. 33 Courtyard
Taipusi Street, Xicheng District
Beijing, PRC
Audit Committee Mr. BAI Kun (
ͣ੤) (Chairman)
Dr. WANG Xiaoyan ( ˮወዲ)
Mr. CHOW Yiu Ming (׼)
Remuneration Committee Dr. WANG Xiaoyan ( ˮወዲ) (Chairlady)
Mr. BAI Kun ( ͣ੤)
Ms. YANG Yin (ߥ)
Nomination Committee Ms. YANG Yin (ߥ)Chairlady)
Mr. CHOW Yiu Ming (׼)
Dr. WANG Xiaoyan ( ˮወዲ)
The Cayman Islands Principal Share Registrar Vistra (Cayman) Limited
P.O. Box 31119
Grand Pavilion Hibiscus Way
802 West Bay Road
Grand Cayman KY1-1205
Cayman Islands
–7 5–


--- page 85 ---
CORPORATE INFORMATION
Hong Kong Share Registrar Computershare Hong Kong Investor Services
Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen’s Road East, Wan Chai
Hong Kong
Compliance Advisor Innovax Capital Limited
Unit B, 13/F, Neich Tower,
128 Gloucester Road, Wan Chai
Hong Kong
Principal Banks China Construction Bank
Beijing Xinhua Sub-branch
1F Gehua Building, No.1 Qinglong Hutong
Dongcheng District
Beijing, PRC
China Merchants Bank Limited
Hengqin Guangdong-Macao Deep Cooperation Zone
Sub-branch
CCCC Hengqin Plaza, No. 338, Cross Gate Avenue
Hengqin, Xiangzhou District
Zhuhai, PRC
–7 6–


--- page 86 ---
REGULATIONS
This section sets forth a summary of the most significant rules and regulations, that are relevant to us as
advised by our PRC Legal Advisor, because they may affect our business activities, corporate structure or the
rights of our shareholders to receive dividends and other distributions from us. As advised by our PRC Legal
Advisor, during the Track Record Period and up to the Latest Practicable Date, we had complied with these
applicable PRC laws and regulations in all material respects.
Regulations on Insurance Industry
As we provide insurance brokerage services, we shall comply with relevant PRC laws and regulations on
insurance industry, Internet insurance and insurance brokerages. The insurance industry in the PRC is highly
regulated. Between 1998 and April 2018, the China Insurance Regulatory Commission (the “CIRC”), was the
regulatory authority responsible for the supervision of the PRC insurance industry. In April 2018, the China
Banking and Insurance Regulatory Commission (the “CBIRC”) was established as the result of the merger
between the CIRC and the China Banking Regulatory Commission (the “CBRC”), replacing CIRC as the
regulatory authority for the supervision of the PRC insurance industry. On May 18, 2023, National Financial
Regulatory Administration (the “NFRA”), was established as due to institutional reform, replacing the CBIRC as
the regulatory authority responsible for overseeing the PRC insurance industry. Insurance activities within the
PRC are primarily governed by the Insurance Law and the related rules and regulations.
Initial Development of Regulatory Framework
The PRC Insurance Law

جenacted in 1995 (the “1995 Insurance Law”), provided the
initial framework for regulating the domestic insurance industry. Among the steps taken under the 1995
Insurance Law were the following:
• Licensing of insurance companies and insurance intermediaries, such as agencies and brokers. The
1995 Insurance Law established requirements for minimum registered capital levels, form of
organization, qualification of senior management and adequacy of the information systems for
insurance companies and insurance agencies and brokers.
• Separation of property insurance businesses and life insurance businesses. The 1995 Insurance Law
classified insurance between property, liability and credit insurance businesses, on the one hand, and
life, accidental and health insurance businesses on the other, and prohibited insurance companies from
engaging in both types of businesses.
• Regulation of market conduct by participants. The 1995 Insurance Law prohibited fraudulent and other
unlawful conduct by insurance companies, agencies and brokers.
• Substantive regulation of insurance products. The 1995 Insurance Law authorized regulators to approve
the basic policy terms and premium rates for major insurance products.
• Financial condition and performance of insurance companies. The 1995 Insurance Law set standards
for reserves and solvency for insurance companies, imposed investment restrictions, established
mandatory reinsurance requirements, and implemented a reporting regime for regulatory monitoring.
• Supervisory and enforcement powers of the principal regulatory authority. The principal regulatory
authority, then the People Bank of China (the “PBOC”), was given broad powers under the 1995
Insurance Law to regulate the insurance industry.
Establishment of The CIRC and 2002 Amendments to The Insurance Law
China’s insurance regulatory regime was further strengthened with the establishment of the CIRC in 1998.
The CIRC was given the mandate to implement reform in the insurance industry, minimize insolvency risk for
PRC insurers and promote the development of the insurance market. The 1995 Insurance Law was amended in
2002, and the amended law (the “2002 Insurance Law”), became effective on January 1, 2003. Major
amendments to the 1995 Insurance Law included:
• Authorizing the CIRC to be the insurance supervisory and regulatory body nationwide. The 2002
Insurance Law expressly grants the CIRC the authority to supervise and regulate the insurance industry
nationwide.
–7 7–


--- page 87 ---
REGULATIONS
• Expanding the permitted scope of business of property insurers. Under the 2002 Insurance Law,
property insurance companies may, with the CIRC’s approval, engage in short-term health insurance
and accidental insurance businesses.
• Providing additional guidelines for the relationship between insurance companies and insurance agents.
The 2002 Insurance Law requires an insurance company to enter into an agent agreement with each
insurance agent that will act as an agent for that insurance company. The agent agreement sets forth the
rights and obligations of the parties to the agreement as well as other matters pursuant to law. An
insurance company is responsible for the acts of its agents when the acts are within the scope
authorized by the insurance company.
• Relaxing restrictions on the use of funds by insurance companies. The 2002 Insurance Law permits
insurance companies to use their funds to make equity investments in insurance-related enterprises,
such as asset management companies.
• Allowing greater freedom for insurance companies to develop insurance products. The 2002 Insurance
Law allowed insurance companies to set their own policy terms and premium rates, subject to the
approval of, or a filing with, the CIRC.
2009 Amendments to The Insurance Law
The 2002 Insurance Law was amended again in 2009 and the amended insurance law (the “2009 Insurance
Law”), became effective on October 1, 2009. The major amendments to the 2009 Insurance Law include:
• Strengthening protection of the insured’s interests. The 2009 Insurance Law added a variety of clauses
such as incontestability, waiver and estoppel, common disaster, revised immunity, claims-settlement
prescription, reasons for claims rejection, and contract modification clauses.
• Strengthening oversight on the qualifications of insurance company shareholders and setting specific
requirements for major shareholders, directors, supervisors, and senior managers of insurance
companies.
• Expanding the business scope of insurers and further relaxing restriction on the use of fund by insurers.
• Strengthening supervision on solvency of insurers with stricter measures.
• Tightening regulations governing the administration of insurance intermediary companies, especially
those relating to behaviors of insurance agents.
According to the 2009 Insurance Law, the minimum registered capital required to establish an insurance agency
or insurance broker as a company must comply with the PRC Company Law

جThe registered
capital or the capital contribution of insurance agencies or insurance brokers must be paid-up capital in cash. The 2009
Insurance Law also sets forth some specific qualification requirements for insurance agency and brokerage
practitioners. The senior managers of insurance agencies or insurance brokers must meet specific qualification
requirements, and their appointments are subject to approval of the CIRC. Personnel of an insurance agency or
insurance broker engaging in the sales of insurance products must meet the qualification requirements set by the CIRC
and obtain a qualification certificate issued by the CIRC. Under the 2009 Insurance Law, the parties concerned in
insurance activities may entrust an independent evaluation organization established pursuant to the law such as an
insurance appraisal institution or personnel who possess the relevant professional knowledge to carry out evaluation
and appraisal of an insured event. Additionally, the 2009 Insurance Law specifies additional legal obligations for
insurance agencies and brokers.
2014 Amendments to The Insurance Law
Following the amendment in 2009, the Insurance Law of 2002 was amended again in 2014, and the
amended Insurance Law (the “2014 Insurance Law”) came into effect on August 31, 2014. This amendment
takes into account that the insurance regulatory authority can supervise actuarial professionals by formulating
relevant standards and implementing an actuarial reporting system, and hold illegal acts legally accountable in
accordance with the relevant provisions of this law. Therefore, the 2014 Insurance Law deleted the provision for
the insurance regulatory authority of the State Council to recognize the qualifications of actuarial professionals.
–7 8–


--- page 88 ---
REGULATIONS
2015 Amendments to The Insurance Law
However, the 2015 Insurance Law, effective on April 24, 2015, revised certain provisions in the previous
versions of the Insurance Law, such as:
• Eliminating the requirement for an insurance agent or broker to obtain a qualification certificate issued
by the CIRC before providing any insurance agency or brokerage services.
• Relaxing certain requirements for the establishment or other significant corporate events of an
insurance agency or brokerage firm, including the divesture or merger of insurance agencies or
brokerage firms, the change of their organizational form, or the establishment or winding-up of a
branch by an insurance agency or brokerage firm.
Regulations on Insurance Brokerages
The principal regulation governing insurance brokerages is the Provisions on the Regulation of Insurance
Brokers

֛effective from May 1, 2018. According to this regulation, insurance brokerages
referred to in these Provisions shall mean organizations which provide intermediary services for execution of
insurance contracts between policyholders and insurance companies based on interests of policyholders and collect
commissions pursuant to the agreement, including insurance brokerage companies and their branches.
To establish an insurance brokerage company that conducts business in regions outside the province,
autonomous region, municipality directly under the central government, or city specifically designated in the
state plan where its business is registered, the minimum registered capital is RMB 50 million. The registered
capital of an insurance brokerage company must be paid-in monetary capital. An insurance brokerage company
must obtain a license to operate an insurance brokerage business within the PRC. An insurance brokerage
company may conduct the following insurance brokering businesses:
• draft insurance plans for policyholders, select insurance companies and process insurance application
formalities;
• assist insured parties or beneficiaries in making claims;
• carry out reinsurance brokerage businesses;
• provide disaster prevention or loss prevention or risk evaluation and risk management advisory
services to entrusting parties; and/or
• any other insurance brokerage-related businesses approved by the CIRC.
According to the Provisions on the Regulation of Insurance Brokers, the following persons shall not be
appointed as senior management personnel of an insurance brokerage and the key person-in-charge of a branch
other than the provincial branch company:
• he/she has held the position of director, supervisor or senior management personnel of an insurance
company or insurance intermediary whose permit is revoked for violation of law, and has personal
accountability or direct leadership accountability for revocation of permit, and a three-year period has
not elapsed since revocation of the permit;
• his/her appointment qualifications to act as a director, a supervisor or a member of senior management
personnel of a financial institution are canceled by the financial regulatory authorities due to his/her
illegal act or disciplinary violation, and a five-year period has not elapsed since his/her appointment
qualifications were canceled;
• he/she is barred from the financial industry by the financial regulatory authorities for a certain period
and such period has not elapsed;
• a two-year period has not elapsed since he/she was subject to a warning or fine by the financial
regulatory authorities;
–7 9–


--- page 89 ---
REGULATIONS
• he/she is currently subject to investigation by the judicial authorities, discipline inspection and
supervision authorities or financial regulatory authorities; or
• he/she is identified by the relevant State agency as a joint punishment target due to a serious dishonest
act and should be punished in the insurance sector, or he/she has other serious bad faith records in the
past five years; or
• any other circumstances stipulated by laws, administrative regulations and the CIRC.
Qualification Management for Directors, Supervisors, and Senior Management Personnel
Based on the Provisions on the Regulation of Insurance Brokers, senior managers of a professional
insurance broker refers to the following personnel: (i) general manager and deputy general manager of the
insurance brokerage company; (ii) the key person-in-charge of the provincial branch company; and (iii) other
personnel who exercise important powers in the company’s business management.
Senior management personnel of an insurance brokerage shall obtain appointment qualification approved by
the government authorities prior to their appointment.
Qualification Management for Practitioners of Insurance Agencies
Based on the Provisions on the Regulation of Insurance Brokers, the insurance brokerage shall, pursuant to
the provisions, carry out practice registration for their practitioners. And the insurance brokerage shall not
employ practitioners who fall under any of the following circumstances: (i) a five-year period has not elapsed
after he/she has served a criminal sentence due to corruption, receiving bribes, embezzlement of properties,
misappropriation of properties or disruption of the order of socialist market economy; (ii) he/she is barred from
the financial industry by the financial regulatory authorities for a certain period and such period has not elapsed;
(iii) he/she is identified by the relevant State agency as a joint punishment target due to a serious dishonest act
and should be punished in the insurance sector, or he/she has other serious bad faith records in the past five
years; and (iv) any other circumstances stipulated by laws, administrative regulations and the CIRC.
Regulations on Internet Insurance
The principal regulation governing the operation of internet insurance business is the Measures for the
Regulation of Internet Insurance Business (
جpromulgated by CBIRC on December 7,
2020, and effective on February 1, 2021. These measures aim to further standardize internet insurance business
operations and include provisions to (i) clearly define the main regulatory body for internet insurance business;
(ii) specify the scope of internet business services provided by insurance intermediaries; (iii) require that Internet
insurance intermediaries should follow the standards and requirements for complete and accurate information
disclosure.; (iv) mandate that insurance intermediaries maintain comprehensive records of internet insurance
business transactions to ensure the storage of complete and accurate information; (v) require insurance
intermediaries to establish and improve customer identification systems, enhance the monitoring and reporting of
large and suspicious transactions, and strictly comply with relevant anti-money laundering policies; and (vi)
establish an internet insurance business service evaluation system, which encompasses all business processes
including sales, underwriting, policy maintenance, claims settlement, consultation, follow-up visits, and
complaint handling by insurance companies and intermediaries.
Insurance institutions, which include insurance companies (including mutual insurance organizations and
internet insurance companies) and insurance intermediary companies, are subject to these measures. Insurance
intermediaries encompass insurance agents (excluding individual insurance agents), insurance brokers, and
insurance assessors. Insurance agents (excluding individual insurance agents) include specialized insurance
agencies, banking sideline insurance agencies, and internet enterprises that have obtained insurance agency
business permits in accordance with the law. Specialized insurance intermediaries include specialized insurance
agencies, insurance brokers, and insurance assessors, which can operate in areas not limited to the provinces
where they are registered. Insurance institutions must sell internet insurance products or provide insurance
brokerage and insurance assessment services through their self-run network platforms or the self-run network
platforms of other insurance institutions, with the insurance application pages belonging to the self-run network
platform of the insurance institution, except when government departments require insurance applicants to
complete the entry of insurance application information on a government-specified online platform for public
interests.
–8 0–


--- page 90 ---
REGULATIONS
To operate self-operated internet platforms, through which insurance institutions conduct internet insurance
business, certain requirements must be met, such as making ICP filings and maintaining sound internet operation
systems and information security systems. The Measures also specify requirements for the disclosure of
information regarding insurance products sold on the internet and provide guidelines for the operations of
insurance institutions engaged in internet insurance business.
On April 2, 2019, the CBIRC promulgated the Circular of the General Office of the CBIRC on Issuing the
2019 Plan for the Rectification of Chaos in the Insurance Intermediary Market (
Ι
೯2019ٝor the Rectification Plan, aiming to further curb the chaos of
violations of laws and regulations in the insurance intermediary market. The Rectification Plan mainly includes
three key tasks: (i) to ensure insurance companies take responsibility for managing various intermediary
channels; (ii) to thoroughly investigate the compliance of insurance intermediary institutions’ business; (iii) to
strengthen the rectification of insurance business conducted by third-party online platforms in cooperation with
insurance institutions. The scope of rectification covers insurance companies, specialized insurance intermediary
institutions, concurrent-business insurance agencies, and third-party online platforms cooperating with insurance
institutions. Pursuant to the Rectification Plan, all insurance institutions (including insurance companies and
insurance intermediaries) shall conduct internet insurance business, regulate the business cooperation with third-
party online platforms, prohibit third-party platforms from illegally engaging in insurance intermediary business
in accordance with the Interim Regulatory Measures for Internet Insurance Business and relevant regulations,
and focus their rectification on the following: (i) Whether the business activities of third-party online platforms
cooperating with insurance institutions and their personnel are limited to sales support services such as insurance
product display and description, webpage links, etc., and whether they are illegally engaged in insurance sales,
underwriting, claims settlement, policy surrender, and other insurance business processes. (ii) Whether insurance
institutions have partnerships with third-party online platforms engaged in internet finance such as wealth
management, P2P lending, and financial leasing. (iii) Whether insurance institutions fulfill their primary
responsibility for supervising and managing cooperative third-party platforms as required. (iv) Whether third-
party online platforms cooperating with insurance institutions comply with the relevant provisions of the Interim
Regulatory Measures for Internet Insurance Business. (v) Whether the insurance application interfaces on third-
party online platforms cooperating with insurance institutions are owned by the insurance institutions and
whether the insurance institutions assume compliance responsibility, and whether there are instances of third-
party platforms collecting and transferring insurance premiums on their behalf. (vi) Whether third-party online
platforms cooperating with insurance institutions prominently disclose the information of cooperative insurance
institutions, prominently disclose the third-party platform’s information on the information disclosure platform of
the Insurance Association of China, and indicate that insurance business is provided by insurance institutions.
(vii) Whether third-party online platforms cooperating with insurance institutions restrict insurance institutions
from obtaining customer-related information truthfully, completely, and in a timely manner.
On June 22, 2020, the CBIRC issued the Circular on Standardizing the Retrospective Administration of
Online Insurance Sales Practices (
ٝeffective on
October 1, 2020. This circular sets forth requirements for various aspects of online sales conducted by insurance
institutions, including insurance companies and intermediaries. These requirements cover sales practices, record-
keeping for the purpose of backtracking sales, and disclosure obligations. Specifically, the Circular mandates that
(i) online sales pages should only be displayed on the insurance institutions’ self-operated online platforms and
must be separated from non-sales pages; (ii) important insurance clauses must be presented on a separate page
and confirmed by policyholders or insureds; and (iii) insurance institutions are required to keep records for five
years following the expiration of policies with a term of one year or less, and for ten years for policies with a
term longer than one year, for the purpose of backtracking sales.
Pursuant to the Administrative Measures for Insurance Sales Activities (
جissued by
the NFRA on September 20, 2023 and effective on March 1, 2024, insurance companies and insurance
intermediaries shall not engage in insurance sales practices beyond the scope of business and regions as
prescribed in laws and regulations and the regulatory system, and as approved by regulatory authorities.
Insurance salespersons shall not engage in insurance sales practices beyond the scope authorized by the
institutions with which they work. Insurance companies and insurance intermediaries shall strengthen
management of insurance sales channels and businesses, implement their control responsibilities for compliance
of insurance sales channels and businesses, improve upon compliance supervision of insurance sales channels,
and shall not make use of insurance sales channels to commit illegalities or irregularities.
–8 1–


--- page 91 ---
REGULATIONS
Regulations on Informatization Work of Insurance Intermediaries
According to the Regulation of Informatization Work of Insurance IntermediariesʷʈЪ

جpromulgated by the CBIRC on January 5, 2021, insurance intermediaries are required to apply modern
information technologies to business processing, operation management, and internal control, to continuously
improve operational efficiency, optimize the allocation of internal resources, and improve the level of risk
prevention.
Insurance intermediaries shall perform the following obligations:
• implementing the laws, administrative regulations and technical standards on national cybersecurity
and informatization work, as well as the regulatory systems of the CBIRC;
• making its informatization work plan, and ensuring its informatization work are consistent with the
overall business plans;
• formulating informatization work systems, and establishing an informatization management
mechanism with reasonable division of duties, clarified duties and clear reporting relations;
• preparing informatization budgets, and ensuring the funds needed for the informatization work;
• carrying out the informatization construction in the insurance intermediary, and ensuring its complete
control of the management power over its information systems and data;
• formulating its own emergency response plans for informatization emergencies, organizing emergency
drills, and timely reporting, rapid responding to and handling the informatization emergencies that have
occurred in the insurance intermediary;
• cooperating with the CBIRC and its local offices in their supervision over and inspection of
informatization work, truthfully providing the relevant documents and materials, and making
rectification according to the regulatory opinions;
• carrying out informatization trainings, and enhancing the informatization awareness, information
security awareness and awareness of licensed software of its staff members; and
• other informatization duties as prescribed by the CBIRC.
Based on the aforementioned principal obligations, insurance intermediaries shall, in particular, protect
personal information in the process of collecting and handling such information. Where an insurance
intermediary collects, processes or applies data involving personal information, it shall follow the principles of
lawfulness, rightfulness and necessity, abide by the relevant laws and administrative regulations of the State, and
conform to the national standards relating to personal information security. Without permission or authorization,
an insurance intermediary shall not collect personal information unrelated to the services it provides, or collect,
use, provide or process personal information in violation of the laws, administrative regulations or contractual
agreements, or divulge or tamper with personal information.
Where the informatization work of insurance intermediaries fails to meet the requirements of these
Measures, they shall be deemed as failing to meet the requirements of Articles 7, 12 and 18 of the Provisions on
the Regulation of Insurance Agents

֛Articles 7 and 16 of the Provisions on the Regulation
of Insurance Brokers
֛Articles 16 and 18 of the Provisions on the Regulation of Insurance
Assessors
֛and other relevant conditions and shall not engage in insurance intermediary
business.
Regulation of Anti-money laundering in Insurance Industry
Based on the Administrative Measures for the Anti-money Laundering Work in the Insurance Industryᎈ

جeffective from October 1, 2011, the CBIRC organizes, coordinates and directs policies
concerning anti-money laundering in the insurance industry.
–8 2–


--- page 92 ---
REGULATIONS
Under these measures, insurance companies, insurance asset management companies, professional insurance
agencies and insurance brokers are required to materially improve their anti-money laundering related internal
control competence on the basis of real-name policy issuance and on the principle of complete customer
materials, traceable transaction records and regulated funds operation.
Based on provisions of the Administrative Measures for the Anti-money Laundering Work in the Insurance
Industry

جwhen an insurance brokerage company carries out insurance business with
an insurance company for its clients, it shall provide the clients’ identity information required for the insurance
company to identify the clients, and where necessary, it shall also provide copies or photocopies of the identity
certificates or other identity certificates of the clients pursuant to the law.
Professional insurance agency companies and insurance brokerage companies shall establish an internal
control system of anti-money laundering, and prohibit funds from an illegitimate source from being invested as
capital. Senior management personnel of professional insurance agencies and brokers must be versed in anti-
money laundering laws and regulations. Professional insurance agencies and brokers must provide anti-money
laundering training and education, properly manage major money laundering cases involving itself, facilitate
anti-money laundering monitoring and inspection, administrative investigation and investigation of criminal
activities involving money laundering, and keep confidential any information related to lawful anti-money
laundering initiatives.
Regulations on Healthcare Services
The Several Opinions on Promoting the Development of Healthcare Service Industry (
ආ਄ੰ
ʍจԈ), which was promulgated by the State Council on September 28, 2013, encourages the
private sector to invest in the healthcare service industry by various means.
The Guiding Opinions on Vigorously Advancing the “Internet Plus” Action (ጐ฽પආ“ʝᑌ
ၣ+”ኬจԈ) (the “Opinions”) issued by the State Council on July 1, 2015 encourages the emerging
consumption that uses the internet as a medium and features interaction between online and offline activities, and
accelerating the development of new services based on the internet, such as medical care, health, elderly care,
education, tourism, and social security.
Pursuant to the Law on the Promotion of Basic Medical Care, Hygiene and Health (
ʕശɛ͏΍ձ਷ਿ͉ᔼᐕ
جwhich was released by the Standing Committee of the National People’s Congress (the
“SCNPC”) on December 28, 2019 and came into effect on June 1,2020, the medical and health, education, sports
and publicity institutions, grassroots self-governing mass organizations and social organizations shall carry out
the publicity and popularization of health knowledge. While providing medical and health services, medical and
health staff shall educate patients about health. The news media shall carry out public welfare publicity on health
knowledge. The publicity on health knowledge shall be scientific and accurate.
Pursuant to the Science Popularization Law (
جwhich was first issued by the
SCNPC in 2002 and amended in December 2024, the conduct of science popularization should be centered on the
people, adhering to the forefront of global scientific and technological advancements, the main economic
battlefield, significant national demands, and the health of the people’s lives. The state fosters the development
of the science popularization industry, encourages the establishment of science popularization enterprises, and
promotes the integrated development of science popularization with various sectors including culture, tourism,
sports, health and wellness, agriculture, and ecological and environmental protection. Anyone who produces,
publishes, or disseminates false or incorrect information, or harms the national interests, public interests of
society, or the legitimate rights and interests of others under the pretext of popularizing science may be ordered
to correct their actions, receive a warning or public criticism, have any illegal profits confiscated, and the
responsible leading person and directly liable individuals will also be subject to disciplinary action.
Regulations on Production of Radio And Television Programs
On July 19, 2004, the State Administration of Radio Film And Television promulgated the Regulations on
the Administration of Production of Radio and Television Programs (
֛which was
most recently amended on June 3, 2025. It provides, among others, that any entities that engage in the production
of radio and television programs are required to apply for a radio and television program production and
–8 3–


--- page 93 ---
REGULATIONS
operation license. Entities shall conduct their business operations within the permitted scope as provided in their
licenses. As of the Last Practicable Date, we had not participated in any production of radio and television
programs under our digital marketing (market education services), but instead engaging third parties for
production and display of such video contents. Therefore, we are not required to obtain a radio and television
program production and operation license for our digital marketing (market education services).
Regulations on Internet Advertising
The SCNPC released the Advertising Law of the People’s Republic of China (
جo n
October 27, 1994 and latest amended on April 29, 2021, which provides that advertisements shall not contain
false or misleading content, and shall not deceive or mislead consumers.
The Administrative Measures for Online Advertising (
جthe “Internet Advertising
Measures”) regulating Internet-based advertising activities were promulgated by the State Administration of
Industry and Commerce (the “SAIC”) on February 25, 2023 and became effective on May 1, 2023. According to
the Internet Advertising Measures, Internet advertisers shall ensure the authenticity of their advertisements and
shall not publish or circulate advertisements that interfere with the normal use of the Internet by users.
Pursuant to the Administrative Measures on Medical Advertisement (
جwhich was jointly
promulgated by the Ministry of Health of the PRC and the SAIC on September 27, 1993 and amended on
September 28, 2005 and November 10, 2006 and came into effect on January 1, 2007, medical advertisements
must be reviewed by the relevant authorities and obtain the Review Certificate for Medical Advertisements (
ᔼᐕ
׼before publication.
Regulations on Food Safety and Operation
As we provide health products to our customers, we shall comply with relevant PRC laws and regulations
on food safety and operation, as well as consumer rights and benefits.
In accordance with the Food Safety Law of the PRC (جthe “Food Safety Law”),
which was promulgated on February 28, 2009 and last amended on September 12, 2025 and came into effect on
December 1, 2025, food producers and traders must be liable for the safety of the food produced or traded by
them and shall produce and trade food in accordance with relevant laws, regulations and food safety standards.
Food producers and traders must ensure food safety, act in good faith and be self-disciplined, be accountable to
society and the public, accept public supervision, and comply with their social responsibilities.
The Implementation Rules of the Food Safety Law
(ૢԷ), which were
promulgated on July 20, 2009 and last amended on October 11, 2019, further specify the detailed measures to be
taken and conformed by food producers and business operators in order to ensure food safety, such as conducting
random supervisory checks and establishing a blacklist system for food producers and business operators with
serious food safety violations and a joint punishment mechanism against discreditable acts. The Implementation
Rules of the Food Safety Law state that food producers and operators have primary responsibility for food safety,
detail the responsibilities of principals of enterprises, standardize food storage and transportation requirements,
forbid false publicity of food, and optimize the administrative system for special food. The Implementation Rules
of the Food Safety Law also provide for strict legal liabilities for violating food safety-related laws and
regulations.
On June 15, 2023, the State Administration for Market Regulation (the “SAMR”) promulgated the
Administrative Measures for Food Operation Licensing and Record-filing
(جand
came into effect on December 1, 2023. According to the Administrative Measures for Food Operation Licensing
and Record-filing, a food operation license must be obtained in accordance with the law to engage in food selling
and catering services within the territory of the PRC, except for: (i) food producers with food operation licensing
sell the food producing at their production and processing places or via the Internet; and (ii) other circumstances
under which the food operation licensing is not required according to laws and regulations. The sales of
prepackaged food only shall be filed with the local branches of SAMR. Where food operators conduct food
operation activities in different operation places, they shall respectively obtain food operation licensing or make
record-filing in accordance with the law.
–8 4–


--- page 94 ---
REGULATIONS
Regulations on Consumer Rights and Benefits
The principal legal provisions for the protection of consumer interests are set out in the PRC Consumer
Rights and Interests Protection Law (جthe “Consumer Protection Law”), which
was promulgated on October 31, 1993 and last amended on October 25, 2013. Pursuant to the Consumer
Protection Law, business operators must guarantee that the commodities they sell satisfy the requirements for
personal or property safety, provide consumers with authentic information about the commodities, and guarantee
the quality, function, usage, and term of validity of the commodities. Failure to comply with the Consumer
Protection Law may subject business operators to civil liabilities such as refunding purchase prices, replacing or
repairing the commodities, mitigating the damages, compensation, and restoring the reputation, and subject the
business operators or the responsible individuals to criminal penalties if business operators commit crimes by
infringing the legitimate rights and interests of consumers. According to the Consumer Protection Law, where
operators knowingly provide consumers with defective commodities or services causing death or serious damage
to the health of consumers or other victims, the victims may require operators to compensate them for losses in
accordance with the Consumer Protection Law and other relevant provisions, and claim punitive compensation of
not more than two times the amount of losses incurred.
The PRC Foreign Investment Law
As we conduct business within the PRC through our PRC subsidiaries which are foreign invested
enterprises, we shall comply with relevant PRC laws and regulations on foreign investment.
On March 15, 2019, the National People’s Congress (the “NPC”) promulgated the Foreign Investment
Law

جwhich came into effect on January 1, 2020 and replaced the trio of existing
laws regulating foreign investment in China, namely, the Sino-Foreign Equity Joint Venture Enterprise Law

جthe Sino-foreign Cooperative Joint Venture Enterprise Law 	ʕശɛ͏΍

جand the Wholly Foreign-Invested Enterprise Law
ج,
together with their implementation rules and ancillary regulations. The existing foreign-invested enterprises
established prior to the effective date of the Foreign Investment Law may keep their corporate forms within
five years. The Foreign Investment Law contains several key definitions, including that: (i) a “foreign
investor” means natural person, enterprise, or other organization of a foreign country; (ii) a “foreign-invested
enterprise” (FIE) means any enterprise established under PRC law that is wholly or partially invested in by
foreign investors; and (iii) a “foreign investment” means any foreign investor’s direct or indirect investment in
China, including: (a) establishing FIEs in China either individually or jointly with other investors,
(b) obtaining stock shares, stock equity, property shares, other similar interests in domestic enterprises,
(c) investing in new projects in China either individually or jointly with other investors, and (d) making
investment through other means provided by laws, administrative regulations or State Council provisions.
The Foreign Investment Law further stipulates that China implements the management system of
pre-establishment national treatment plus a negative list on foreign investment and that the government generally
will not expropriate foreign investment, except under special circumstances, in which case it will provide fair and
reasonable compensation to foreign investors. Foreign investors are barred from investing in prohibited industries
on the negative list and they must comply with specified requirements when investing in restricted industries on
that list. When a license is required to enter a certain industry, the foreign investor must apply for one, and the
government must treat the application the same as one by a domestic enterprise, except where laws or regulations
provide otherwise. In addition, foreign investors or FIEs are required to file information reports and foreign
investments that affects or may affect national security shall be subject to national security reviews.
On December 26, 2019, the State Council published the Implementation Rules of Foreign Investment Law
	ʕ
ૢԷ
, which came into effect on January 1, 2020. The Implementation Rules of
Foreign Investment Law restates certain principles of the Foreign Investment Law and further provides, among
others, that (i) an FIE’s investment within the territory of China is also subject to the Foreign Investment Law and
the Implementation Rules of Foreign Investment Law; (ii) an FIE established prior to the effective date of the
Foreign Investment Law may, within five years following January 1, 2020, choose to amend its legal form or
corporate governance and complete amendment registration, or to keep its original legal form or corporate
governance; (iii) provisions regarding the transfer of equity interests or distribution of profits and remaining assets
as stipulated in the contracts among the joint venture parties of an existing FIE may survive the Foreign Investment
Law after such FIE amends its legal form or corporate governance in accordance with applicable laws.
–8 5–


--- page 95 ---
REGULATIONS
On December 26, 2019, the Supreme People’s Court of the PRC promulgated the Interpretation of the
Supreme People’s Court on Several Issues Concerning the Application of the Foreign Investment Law of the
PRC
ቇ͜<ج>༆ᙑ
, effective as of January 1, 2020,
pursuant to which “investment contracts” shall mean the relevant agreements formed as a result of direct or
indirect investments in China by foreign investors, i.e., foreign natural persons, foreign enterprises or other
foreign organizations, including contracts for establishment of foreign investment enterprises, share transfer
contracts, equity transfer contracts, contracts for transfer of property or other similar interests and contracts for
newly-built projects, among others. Where a party concerned claims that an investment contract is invalid for
investing in prohibited industries as stipulated in the Negative List (as defined below) for foreign investment
access or due to violation of specified administrative measures in restricted industries, the People’s Court shall
support such claim.
Regulation on Foreign Investment Restrictions
The Ministry of Commerce and the NDRC promulgated a list of special management measures for the
market entry of foreign investments (the “Negative List”) (
݄(૶ఊ)), the latest
version of which took effect on November 1, 2024. Pursuant to the Negative List, foreign investors (i) shall
comply with certain restrictive requirements when engaging in restricted activities and (ii) shall not engage in
prohibited activities. Industries not listed in the Negative List are generally open for foreign investments unless
specifically restricted by other PRC laws. The Negative List also provides that domestic companies engaged in
foreign investment prohibited business and intend to offer and list securities in overseas markets shall obtain
approval from relevant government authorities and comply with certain other requirements. Further, the Negative
List provides that the equity ratio of foreign investment in the value-added telecommunications enterprises shall
not exceed 50%, except for the investment in e-commerce operation business, domestic multi-party
communication business, information storage and re-transmission business or call center business. According to
the Negative List, medical institutions are classified as a restricted industry for foreign investment.
Regulations on Artificial Intelligence Technologies
As we apply AI and big data technologies in our business operation and our platform collects and processes
certain personal data provided by users and our customers, we shall comply with relevant PRC laws and
regulations on AI technology, protection of personal information, as well as cybersecurity and data security.
Prior to 2022, the provisions on the generative AI technology are stipulated in the regulations and rules
about internet information services dispersedly. For example, according to the Provisions on the Management of
Network Information Content Ecology (
֛issued by the Cyberspace Administration of
China, or the CAC at the end of 2019, a network information content service platform must not, among others,
utilize new technologies such as deep-learning and virtual reality to engage in activities prohibited by laws and
regulations. According to the Administrative Provisions on Online Audio-visual Information Services (
ൖ
֛jointly issued by the CAC, the Ministry of Culture and Tourism and the National Radio and
Television Administration on November 18, 2019, the production, release and dissemination of any unauthentic
audio-visual information by use of any new applications and technologies bases on deep learning and virtual
reality must be labeled in a prominent manner by the online audio-visual information service providers and users.
Furthermore, any online audio-visual information service providers and users should not produce, release or
disseminate false news by use of new applications and technologies based on deep learning and virtual reality.
Since the end of 2021, the PRC government authorities specially promulgated certain laws to regulate the
algorithmic recommendation and deep synthesis technology which are closely related to the generative AI
technology. On December 31, 2021, the CAC, the MIIT, the Ministry of Public Security and the SAMR jointly
issued the Administration Provisions on Algorithmic Recommendation of Internet Information Services (
ʝ
֛which became effective on March 1, 2022. These provisions stipulates that
algorithmic recommendation service providers must (i) fulfill their responsibilities for algorithm security,
(ii) establish and strengthen management systems for algorithm mechanism examination, ethical review in
technology, user registration, information release examination, protection of data security and personal
information, anti-telecom and network fraud, security assessment and monitoring, emergency response to
security incidents, etc., and (iii) formulate and publish rules governing algorithmic recommendation related
service. Besides, it should not take advantage of algorithms to impose unreasonable restrictions on other
information service providers, or hinder or obstruct the normal operation of their legal services. The providers of
–8 6–


--- page 96 ---
REGULATIONS
algorithmic recommendation services with the characteristics of public opinion or capacity of social mobilization
must complete the filing with the CAC’s filing system within ten working days after the launch of its service.
The Provisions further require that algorithmic recommendation service providers offer users options not based
on their personal characteristics and provide users with convenient options to disable algorithmic
recommendation services. These measures aim to strengthen compliance and oversight for the use of algorithmic
recommendation technology.
The PRC government authorities also specially promulgated certain laws and regulations on generative AI
technology. On November 25, 2022, the CAC, MIIT and Ministry of Public Security jointly issued the
Administrative Provisions on Deep Synthesis of Internet Information Services (
Υϓ၍ଣ஝
֛which took effect on January 10, 2023. According to these provisions, deep synthesis technology refers to
any technology that utilizes deep learning, virtual reality or any other generative or synthetic algorithm to
produce text, images, audio, video, virtual scenes or other network information. If the CAC and other competent
government authorities find that the deep synthesis service has a serious information security risk, they can
require the deep synthesis service providers and technical supporters to suspend information update, user account
registration or other related services in accordance with their duties and applicable laws. Deep synthesis service
providers and technical supporters shall take measures to rectify and eliminate hidden dangers. Deep synthesis
service providers with the characteristics of public opinion or capacity of social mobilization shall complete the
filing in accordance with the Administration Provisions on Algorithmic Recommendation of Internet Information
Services. On July 10, 2023, the CAC and other six PRC government authorities jointly published the Provisional
Administrative Measures for Generative Artificial Intelligence Services

جthe
“Generative AI Services Measures”), effective from August 15, 2023, which apply to the use of generative
artificial intelligence technology to provide the public in the PRC to generate content such as texts, images,
audios and other content services. Generative AI service providers shall assume the responsibility as a producer
of online information content and personal information processor in accordance with applicable laws, fulfill
online information security obligations, enter into service agreements with the users, and label images, videos,
and other contents generated by use of generative AI technology pursuant to the Administrative Provisions on
Deep Synthesis of Internet Information Services

֛The Generative AI Services
Measures further provide, among others, that any providers of generative AI products with public opinion
attributes or social mobilization capabilities shall conduct security assessments in accordance with relevant
regulations and complete the filing procedures in accordance with the Administration Provisions on Algorithmic
Recommendation of Internet Information Services

֛On March 7, 2025, the
CAC, together with other relevant authorities, promulgated the Measures for the Labeling of Artificial
Intelligence Generated and Synthesized Content (
ᅺᗆ፬) (the “Measures for Labeling”),
which took effect on September 1, 2025. These measures apply to service providers that generate or distribute
synthetic content using artificial intelligence technologies, including but not limited to text, images, audio, video,
and virtual scenes. The measures require such providers to add explicit labels and implicit labels to the AI-
generated content in accordance with laws and regulations to ensure the traceability of synthetic content, enhance
public awareness, and prevent the dissemination of false or harmful information. As advised by our PRC legal
advisor as to data compliance, the Generative AI Services Measures and the Measures for Labeling are applicable
to us. As of the Latest Practicable Date, we had filed the corresponding algorithms with the CAC, the filing
numbers of which are prominently displayed on the algorithm service pages, along with links to the public filing
information. We also inform users of their rights and obligations in user registration agreement and privacy
policy, which have been consented by the users before we provide services to them. Further, we have adopted
manual reviews of algorithm output data, and regularly review, evaluate and verify the algorithm mechanism,
model, data and application results. We also label AI-generated content within the interface of the algorithm
service. Based on the foregoing, as advised by our PRC legal advisor as to data compliance, our Directors
confirmed that we have complied with such relevant laws and regulations in relation to generative AI in all
material respects during the Track Record Period and up to the Latest Practicable Date. Based on the
aforementioned, nothing has come to the attention of the Joint Sponsors that is contrary to the views of the
Directors. Our Directors are further of the view that the Generative AI Services Measures and the Measures for
Labeling do not have any material adverse impact on our Company.
On September 7, 2023, the PRC Ministry of Science and Technology and other eight PRC government
authorities jointly issued the Measures for Science and Technology Ethics Reviews (for Trial Implementation
߅
ج(༊Б)). According to these measures, organizations conducting life sciences, medicine, artificial
intelligence or other science and technology activities, of which the research content involves sensitive areas of
science and technology ethics, shall establish a science and technology ethics review committee, and the research
–8 7–


--- page 97 ---
REGULATIONS
and development of algorithm models, applications, and systems with the capability to mobilize public opinions
and guide social consciousness shall be subject to the ethics review. Moreover, as one of the key contents of the
ethics review, with respect to the science and technology activities involving data and algorithms, (i) the data
collection, storage, processing, use and other data handling activities, as well as the research and development of
new data technologies, shall comply with relevant national data security and personal information protection
laws and regulations, and there should be proper data security risk monitoring and contingency plans; and (ii) the
design, implementation and application of algorithms, models and systems shall adhere to the principles of
fairness, equity, transparency, reliability and controllability, and comply with relevant national requirements. As
advised by our PRC legal advisor as to data compliance, the Measures for Science and Technology Ethics
Reviews (for Trial Implementation) are applicable to us. As of the Latest Practicable Date, we had established a
science and technology ethics review committee and registered it on the National Science and Technology Ethics
Management Information Registration Platform.
Regulations on Protection of Personal Information of Citizen
The Measures for Administration of Population Health Information (Trial) (
ج(༊Б)),
which was promulgated on May 5, 2014, refers the basic population information, medical and health service
information and other population health information generated in the process of service and administration by
medical, health and family planning service agencies at all levels and according to national laws and regulations
and their job responsibilities, as the population healthcare information, and emphasizes that it is not allowed to
store population healthcare information in an offshore server, or to host or rent any offshore server. Pursuant to
the Management Measures of Standards, Safety and Service of National Health and Medical Big Data (Trial) (
਷
ج(༊Б)), promulgated on July 12, 2018, responsible entities should
establish relevant safety management systems, operation instructions and technical specifications to safeguard
the safety of healthcare big data generated in the process of health management service or prevention and cure
service of diseases. And it also stipulates that such healthcare big data should be stored in domestic servers and
shall not be provided overseas without safety assessment.
On November 28, 2019, the CAC, the MIIT, the Ministry of Public Security and the SAMR jointly
promulgated Notice on Promulgation of the Method for Identifying the Illegal Collection and Use of Personal
Information by Apps (
೯б<APPج>ٝin order to provide
reference for the identification of illegal collection and use of personal information by Apps and in the
implementation of the PRC Cybersecurity Law (
جand other relevant laws and
regulations. This Notice provide the detailed methods to identifying of illegal behaviors in collecting and using
personal information by Apps, such as the behavior of “non-disclosure of collection and use rules,” “failing to
expressly state the purpose, method and scope of collecting and using personal information,” “collecting or using
personal information without the consent of users,” “collecting personal information unrelated to the services
they provide in violation of the principle of necessity,” “providing others with personal information without the
consent,” “failure to provide the function of deleting or correcting personal information in accordance with the
law” and “failure to disclose the information on complaints and whistleblowing reports.”
Pursuant to the Notice on Promulgation of the Rules on the Scope of Necessary Personal Information for
Common Types of Mobile Internet Applications (
ᇍఖ஝
ٝwhich was promulgated by the CAC, the MIIT and certain other government authorities on
March 12, 2021 to be effective on May 1, 2021, “necessary personal information” refers to the personal
information necessary for ensuring the normal operation of an App’s basic functional services, without which the
App cannot achieve its basic functional services.
On August 20, 2021, the Standing Committee of the NPC promulgated the PRC Personal Information
Protection Law (
جwhich became effective on November 1, 2021. The PRC
Personal Information Protection Law aims at protecting the personal information rights and interests, regulating
the processing of personal information, ensuring the orderly and free flow of personal information in accordance
with the law, and promoting the reasonable use of personal information. “Personal information” refers to any
recorded information related to identified or identifiable natural persons, though it excludes anonymized
information. The PRC Personal Information Protection Law also specified the rules for handling sensitive
personal information, which includes biometrics, religious beliefs, specific identities, medical health, financial
accounts, trails and locations, and personal information of teenagers under fourteen years old and other personal
information, which, upon leakage or illegal usage, may easily infringe the personal dignity or harm of safety of
–8 8–


--- page 98 ---
REGULATIONS
livelihood and property. The PRC Personal Information Protection Law requires, among other things, that (i) the
processing of personal information should have a clear and reasonable purpose and should be directly related to
its purpose, in a method that has the least impact on personal rights and interests, and (ii) the collection of
personal information should be limited to the minimum scope necessary to achieve the processing purpose to
avoid the excessive collection of personal information. Entities processing personal information handlers shall
bear responsibility for their personal information handling activities, and adopt necessary measures to safeguard
the security of the personal information they handle. Otherwise, the personal information handlers will be
ordered for rectification or suspension or termination of provision of services, confiscation of illegal income,
subject to fines or other penalties according to the PRC Personal Information Protection Law.
On October 16, 2023, the State Council promulgated the Regulation on the Cyber Protection of Minors (
͊
ᚐૢԷ), which took effect as of January 1, 2024. This regulation further improves the regulatory
requirements relating to minor’s cyber protection on the basis of the Personal Information Protection Law.
Regulations on Cybersecurity and Data Security
According to the PRC Cybersecurity Law (جpromulgated in November 7, 2016
and effective on June 1, 2017, in construction or operation of networks or supply of services through networks,
technical measures and other necessary measures must be implemented in accordance with laws and regulations
as well as the compulsory requirements of the national and industrial standards to safeguard the safe and stable
operation of the networks, effectively respond to cybersecurity incidents, prevent illegal and criminal activities,
and maintain the integrity, confidentiality and availability of network data. The PRC Cybersecurity Law was last
amended on October 28, 2025 and will become effective on January 1, 2026.
On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law (
ʕശɛ͏
جwhich came into effect on September 1, 2021. The PRC Data Security Law provides for data
security and privacy obligations on entities and individuals carrying out data activities. The PRC Data Security
Law also introduces a data classification and hierarchical protection system based on the importance of data in
economic and social development, as well as the degree of harm it will cause to national security, public
interests, or legitimate rights and interests of individuals or organizations when such data is tampered with,
destroyed, leaked, or illegally acquired or used. The appropriate level of protection measures is required to be
taken for each respective category of data. For example, a processor of important data shall designate the
personnel and the management body responsible for data security, carry out risk assessments for its data
processing activities and file the risk assessment reports with the competent authorities. In addition, the PRC
Data Security Law provides a national security review procedure for those data activities which may affect
national security and imposes export restrictions on certain data and information. No entity or individual within
the territory of the PRC may provide foreign judicial or law enforcement authorities with the data stored within
the territory of the PRC without the approval of the competent PRC authorities.
On December 28, 2021, the CAC and other PRC government authorities jointly published the Revised
Cybersecurity Review Measures (
جwhich became effective on February 15, 2022 and repeal
the Cybersecurity Review Measures promulgated on April 13, 2020. The Revised Cybersecurity Review
Measures provide that a critical information infrastructure operator, or a CIIO purchasing network products and
services and network platform operators engaging in data processing activities that affect or may affect national
security shall apply for cybersecurity review and that network platform operators that hold personal information
of over one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before
listing abroad. Our PRC legal advisor as to data compliance has advised us that Hong Kong does not fall within
the definition of “abroad” in the provision. Therefore, although we possess more than one million users’ personal
information, our PRC legal advisor as to data compliance is of the view that the requirement is not applicable to
us given that we are seeking a listing on the Hong Kong Stock Exchange.
On July 30, 2021, the State Council promulgated the Regulations on Critical Information Infrastructure
Security Protection (
ᚐૢԷ), which went into effect on September 1, 2021. The
regulations provide that, among others, critical information infrastructure means key network facilities or
information systems of critical industries or sectors, such as public communications and information services,
energy, transportation, water conservation, finance, public services, e-government affairs and national defense
science, the damage, malfunction or data leakage of which may endanger national security, national economy
and public interests. CIIOs shall, based on a leveled system for cybersecurity protection, adopt technical
–8 9–


--- page 99 ---
REGULATIONS
protection and other necessary measures to respond to cybersecurity incidents, defend against cyber-attacks and
other criminal activities, ensure the safe and stable operation of critical information infrastructure, and maintain
data integrity, confidentiality and availability pursuant to relevant laws, regulations and the mandatory
requirements under national standards. Relevant government authorities for each critical industry and sector shall
be responsible for formulating eligibility criteria and determining the scope of CIIOs in the respective industry or
sector, and such operators will be informed of the final determinations as to whether they are categorized as
CIIOs.
On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the
General Office of the PRC State Council jointly released the Opinions on Strictly Cracking Down on Illegal
Securities Activities (
จԈ), or the Cracking Down Illegal Securities Activities
Opinions, pursuant to which China will perfect laws and regulations on data security, cross-border data flow and
management of confidential information, and require the speed-up of the revision of the provisions on
strengthening the confidentiality and archives management related to overseas issuance and listing of securities,
and tightening the subject responsibility of overseas listed companies for information security. In addition, the
Cracking Down Illegal Securities Activities Opinions refer to further deepening cooperation on cross-border
audit supervision on overseas-listed Chinese companies and call for the establishment and improvement of the
extraterritorial application system of the laws governing capital market.
On July 7, 2022, the CAC promulgated the Security Assessment Measures for Outbound Data Transfer (the
“Outbound Data Transfer Measures”) (
جwhich became effective on September 1, 2022.
According to these measures, a data processor must report to the CAC for security assessment before transferring
data abroad in the following situations: The data processor provides important data abroad; A critical information
infrastructure operator or a data processor processing the personal information of more than one million
individuals provides personal information abroad; a data processor who has cumulatively provided personal
information of 100,000 individuals or sensitive personal information of 10,000 individuals abroad since
January 1 of the previous year provides personal information abroad; Other circumstances prescribed by the CAC
requiring such a security assessment. According to the Guidelines on Security Assessment Report for Outbound
Data Transfer (Version 3) (
یܸ( وpromulgated by the CAC, “outbound data
transfer” means: (i) A data processor transfers the data collected or generated during its operations within the
People’s Republic of China (PRC) abroad; (ii) Data collected and generated by a data processor is stored within
the PRC while offshore institutions or individuals are able to inquire, retrieve, download, and obtain such data;
(iii) Other data processing activities, such as processing the personal information of domestic natural persons
abroad, under the circumstances specified in Article 3.2 of the Personal Information Protection Law.
On March 22, 2024, the CAC promulgated the Provisions on Promoting and Regulating Cross-Border Data
Flows (
֛which took effect on the same day. These provisions provide several
exemptions from undergoing data security assessments, obtaining personal information protection certification,
or entering into standard contracts for the outbound transfer of personal information. These exemptions include
scenarios where a data processor, other than a critical information infrastructure operator, has cumulatively
transferred overseas the personal information (excluding sensitive personal information) of fewer than 100,000
individuals since January 1 of the current year. In cases where such a data processor has cumulatively transferred
to overseas recipients personal information of 100,000 or more but fewer than 1,000,000 individuals (excluding
sensitive personal information), or sensitive personal information of fewer than 10,000 individuals since
January 1 of the current year, they are required to either enter into a standard contract with overseas recipients for
the cross-border transfer of personal information or obtain certification for personal information protection.
Additionally, these provisions explicitly state that data processors are not required to conduct data security
assessments for cross-border data transfers if the data has not been notified or published as important data by
relevant departments or regions.
On September 24, 2024 , the State Council promulgated the Regulation on Network Data Security
Management (
ၣഖᅰኽτΌ၍ଣૢԷ), which came into effect on January 1, 2025. The regulations provide that,
among others, network data processors carry out network data processing activities that affect or may affect
national security shall undergo the national security review in accordance with relevant regulations.
–9 0–


--- page 100 ---
REGULATIONS
Regulations on Tax
Enterprise Income Tax
Pursuant to the Enterprise Income Tax Law of the PRC (جor the EIT Law,
which was promulgated by the National People’s Congress of the People’s Republic of China, or the NPC of the
PRC on March 16, 2007, effective on January 1, 2008 and amended by the Standing Committee of the NPC on
February 24, 2017 and December 29, 2018, and its implementing rules, enterprises are classified into resident
enterprises and non-resident enterprises. PRC resident enterprises typically pay an enterprise income tax at the
rate of 25% while non-PRC resident enterprises without any branches in the PRC should pay an enterprise
income tax in connection with their income from the PRC at the tax rate of 10%. According to the EIT Law, the
enterprise income tax rate of a High and New Technology Enterprise is 15%. Pursuant to the Administrative
Measures for the Recognition of High and New Technology Enterprises (
جwhich were
promulgated by Ministry of Science and Technology of the PRC and relevant authorities on April 14, 2008 and
last amended on January 29, 2016 and came into effect on January 1, 2016, the Certificate of a High and New
Technology Enterprise is valid for three years.
The Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as
People’s Republic of China Tax Resident Enterprises on the Basis of De Facto Management Bodies (
ྤ̮ൗ
ٝpromulgated by the State Administration
of Taxation (the “SAT”) on April 22, 2009, took effect on January 1, 2008, and amended on December 29, 2017,
sets out the standards and procedures for determining whether the “de facto management body” of an enterprise
registered outside of China and controlled by mainland Chinese enterprises or mainland Chinese enterprise
groups is located within China.
On July 27, 2011, the SAT issued a trial version of the Administrative Measures for Enterprise Income Tax
of Chinese-Controlled Offshore Incorporated Resident Enterprises
༊
Б

, which came into effect on September 1, 2011 and was last amended on June 15, 2018, to clarify certain
issues in the areas of resident status determination, post-determination administration and competent tax
authorities’ procedures.
The EIT Law and the implementation rules provide that an income tax rate of 10% will normally be
applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such
investors, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or
place of business in the PRC, but the relevant income is not effectively connected with the establishment or place
of business to the extent such dividends and gains are derived from sources within the PRC. Such income tax on
the dividends may be reduced pursuant to a tax treaty between China and other jurisdictions. Pursuant to the
Double Tax Avoidance Arrangement (
τર) and
other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority
to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and
other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from
a PRC resident enterprise may be reduced to 5% upon receiving approval from in-charge tax authority. However,
based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties
(
ٝwhich was promulgated and effective on February 20, 2009 by the
SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such
reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities
may adjust the preferential tax treatment. The Circular on Several Issues Regarding the “Beneficial Owner” in
Tax Treaties (
ʕ“Ϟɛ”ʮѓ) (the “SAT Circular 9”) which was issued on
February 3, 2018 by the SAT and effective on April 1, 2018 describes factors in favor of and factors not
conducive to the determination of an applicant’s status as a “beneficial owner.”
The Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise
Income Tax on Indirect Property Transfer by Non-resident Enterprises (
੻೼
ʮѓ) (the “SAT Bulletin 7”), issued by the SAT on February 3, 2015 and last amended on
December 29, 2017, extends SAT’s tax jurisdiction to transactions involving transfers of taxable assets through
offshore transfer of foreign intermediate holding companies. Pursuant to SAT Bulletin 7, where a non-resident
enterprise indirectly transfers properties, such as equity interests in PRC resident enterprises without any
reasonable commercial purposes and aiming to avoid the payment of enterprise income tax, such indirect transfer
–9 1–


--- page 101 ---
REGULATIONS
must be reclassified as a direct transfer of equity interests in PRC resident enterprises. To assess whether an
indirect transfer of PRC taxable properties has reasonable commercial purposes, all arrangements related to the
indirect transfer and factors set forth in SAT Bulletin 7 must be comprehensively analyzed in light of the actual
circumstances. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the
purchases and sales of equity interests through public securities markets.
The Announcement of the State Administration of Taxation on Issues Concerning the Withholding of
Non-resident Enterprise Income Tax at Source (
ʮѓ) (the “SAT
Bulletin 37”) issued by the SAT on October 17, 2017 and amended on June 15, 2018, further clarifies the
practices and procedures for withholding non-resident enterprise income taxes.
Value-added Tax
According to the Provisional Regulations on Value-added Tax (
೼ᅲБૢԷ) promulgated
by the State Council on December 13, 1993 and amended on November 10, 2008, February 6, 2016, and
November 19, 2017, and the Implementing Rules of the Provisional Regulations on Value-added Tax (
ʕശɛ͏΍ձ
ۆpromulgated by the Ministry of Finance (the “MOF”) on December 25, 1993 and
amended on December 15, 2008 and October 28, 2011 collectively, the VAT Law, all taxpayers selling goods,
providing processing, repairing or replacement services or importing goods within the PRC shall pay value-added
tax. For general VAT taxpayers selling or importing goods or selling services other than those specifically listed in
the VAT Law, the value-added tax rate is 17%, which was adjusted to 13% according to the Circular of the Ministry
of Finance and the State Administration of Taxation on Adjustment of Value-Added Tax Rates (
೼೼
ٝpromulgated jointly by the MOF and the SAT on April 4, 2018 and the Announcement on Policies for
Deepening the VAT Reform (ʮѓ) promulgated jointly by the MOF, the SAT and
the General Administration of Customs on March 20, 2019. For general VAT taxpayers selling services and
intangible assets, the value-added tax rate is 6%. Furthermore, the value-added tax rate shall be 3% for small-scale
taxpayers, unless otherwise stipulated by the State Council.
Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents
State Administration of Foreign Exchange, or SAFE, promulgated SAFE Circular 37 (
׵
ٝin July 2014. SAFE Circular 37
requires PRC residents to register with local branches of SAFE in connection with their direct establishment or
indirect control of offshore entities, for the purpose of overseas investment and financing, with such residents’
legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE
Circular 37 as “special purpose vehicles.” The term “control” under SAFE Circular 37 is broadly defined as the
operational, beneficiary or decision-making rights acquired by the PRC residents in the offshore special purpose
vehicles by such means as acquisition, trust, proxy, voting rights, repurchase, convertible bonds or other
arrangements. SAFE Circular 37 further requires that SAFE registrations be amended upon (i) any changes with
respect to the basic information of the special purpose vehicles, such as changes in PRC resident individual
shareholders, names or operation periods, or (ii) any significant changes with respect to the special purpose
vehicles, such as increases or decreases of capital contributed by PRC individuals, share transfers or exchanges,
mergers, divisions or other material events. If the shareholders of an offshore holding company who are PRC
residents do not complete their registrations with the local SAFE branches, the PRC subsidiaries may be
prohibited from distributing their profits and proceeds from any reductions in capital, share transfers or
liquidations to the offshore holding company, and the holding offshore company may be restricted in its ability to
contribute additional capital to its PRC subsidiaries. Moreover, failure to comply with SAFE registration and
amendment requirements described above could result in liability under PRC laws for evasion of applicable
foreign exchange restrictions.
In February 2015, SAFE promulgated the Notice of the State Administration of Foreign Exchange on
Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment, or SAFE
Circular 13 (
ٝto simplify the procedures for
implementing the foreign exchange control policy in connection with direct investments. Specifically, the
registration authorities under the SAFE foreign exchange control policies (including the registration of PRC
residents under SAFE Circular 37) change from local SAFE branches to local banks authorized by SAFE. Under
SAFE Circular 13, the registrations of mainland residents under SAFE Circular 37, or amendments to such
registrations, shall be filed with local banks authorized by SAFE. The PRC residents shall also, by themselves or
through entrusting accounting firms or banks, file via the online information system designated by SAFE with
respect to their existing rights under offshore direct investments each year in a timely manner.
–9 2–


--- page 102 ---
REGULATIONS
Regulations on Loans to and Direct Investment in the PRC Entities by Offshore Holding Companies
According to the Interim Provisions on the Management of Foreign Debts (جpromulgated
by SAFE, the NDRC and the MOF in 2003, revised on July 26, 2022 and Measures for the Administration of the
Registration of Foreign Debts (
جeffective from May 2013 and revised on May 4, 2015, loans
by foreign companies to their subsidiaries in China, which are foreign-invested enterprises, are considered
foreign debt, and such loans must be registered with the local branches of SAFE. Under the provisions, these
foreign-invested enterprises must submit registration applications to the local branches of SAFE within 15 days
following execution of foreign loan agreements. In addition, according to the above provisions, the total amount
of accumulated medium-term and long-term foreign debt and the balance of short-term foreign debt borrowed by
a foreign-invested enterprise is limited to the difference between the total investment and the registered capital of
the foreign-invested enterprise.
In January 2017, PBOC promulgated the Notice of the People’s Bank of China on Issues Concerning
Macro-Prudential Management of Full Scale Cross-Border Financing (
༨ྤፄ༟҃ᝈᄲฐ
ٝor PBOC Circular 9. According to PBOC Circular 9, PBOC establishes a cross-border
financing regulation system based on the capital or net assets of the micro main body under macro-prudential
rules, and the legal entities and financial institutions established in PRC including the branches of foreign banks
registered in China but excluding government financing vehicles and real estate enterprises, may carry out cross-
border financing of foreign currencies in accordance with relevant regulations of such system. PBOC Circular 9
provides that, among other things, the outstanding amount of the foreign currency for the entities in cross-border
financing shall be limited to the Upper Limit of the Risk Weighted Balance of such entity, which shall be
calculated according to the formula provided in PBOC Circular 9; the enterprise shall, after signing the contract
for cross-border financing, but no later than three working days before the withdrawal of the borrowed funds, file
with the local branches of SAFE for the cross-border financing through SAFE’s capital project information
system. And the SAFE issued the Guidelines for Foreign Exchange Business under Capital Accounts (
༟͉ධ̮ͦ
ˏ(2024)) in April 2024, which came into effect on May 6, 2024, and the Operational Guidelines for
Deepening the Facilitation Policies of Foreign Exchange Administration for Cross-border Investment and
Financing (
ˏ) in September 2025, which also contains relevant
provisions clarifying the registration procedures for cross-border financing.
Regulations on Intellectual Property Rights Protection
China has adopted legislation governing intellectual property rights, including copyrights, Trademarks,
patent rights and domain names. China is a signatory to major international conventions on intellectual property
rights and is subject to the Agreement on Trade Related Aspects of Intellectual Property Rights as a result of its
accession to the World Trade Organization in 2001.
Copyright. The Standing Committee of the NPC promulgated the PRC Copyright Law (
ʕശɛ͏΍ձ਷ഹЪ
جthe “Copyright Law”) in 1990 and revised it in 2001, 2010 and 2020 respectively, and the last revised
version of which became effective on June 1, 2021. The Copyright Law extends copyright protection to internet
activities, products disseminated over the internet and software products. In addition, there is a voluntary
registration system administered by the China Copyright Protection Center. To address copyright infringement
related to content posted or transmitted over the internet, the National Copyright Administration and the MII
jointly promulgated the Administrative Measures for Copyright Protection Related to the Internet (
ʝᑌၣഹЪᛆ
جThe Computer Software Protection Regulations (ᚐૢԷ) promulgated by the State
Council are formulated for protecting the rights and interests of computer software copyright owners,
encouraging the development and application of computer software and promoting the development of software
business. In order to further implement the Computer Software Protection Regulations (
ᚐૢԷ),
The National Copyright Administration of the People’s Republic of China, or the NCAC issued the Computer
Software Copyright Registration Procedures (
جwhich apply to software copyright
registration, license contract registration and transfer contract registration.
Trademark. The PRC Trademark Law (جmost recent revision effective on
November 1, 2019, protects the proprietary rights to registered trademarks. The Trademark Office under the
SAMR handles trademark registrations and may grant a term of ten years for registered trademarks, which may
be extended for another ten years upon request. Trademark license agreements must be filed with the Trademark
Office for record. In addition, if a registered trademark is recognized as a well-known trademark, the protection
–9 3–


--- page 103 ---
REGULATIONS
of the proprietary right of the trademark holder may reach beyond the specific sector of the relevant products or
services. The transfer of registered trademarks shall be registered with the Trademark Office. An application for
registration of a malicious trademark not for use shall be rejected and those who apply for trademark registration
maliciously shall be given administrative penalties of warning or fines according to the circumstances; those who
file trademark lawsuits maliciously shall be punished by the people’s court according to applicable laws.
Patent. Under the PRC Patent Law (
جa patentable invention, utility model must meet
three conditions: novelty, inventiveness and practical applicability. Patents cannot be granted for scientific
discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases, animal and
plant breeds or substances obtained by means of nuclear transformation etc. The Patent Office under the State
Council is responsible for receiving, examining and approving patent applications. The PRC Patent Law was
amended on October 17, 2020, effective as of June 1, 2021, pursuant to which an invention patent is valid for
20 years, a utility model is valid for 10 years, and a design patent is valid for 15 years, starting from the
application date. A third-party user must obtain consent or a proper license from the patent owner to use the
patent except for certain specific circumstances provided by law.
Domain names. Pursuant to the Measures for the Administration of Internet Domain Names (
ʝᑌၣਹΤ၍
جwhich was promulgated by MIIT on August 24, 2017 with effect from November 1, 2017, “domain
name” shall refer to the character mark of hierarchical structure, which identifies and locates a computer on the
internet and corresponds to the internet protocol (IP) address of that computer and the principle of “first apply,
first register” is followed for the domain name registration service. Domain name applicants shall provide true,
accurate and complete identification of the domain name holder as requested by the domain name registration
service provider.
Regulations on Labor
Pursuant to the PRC Labor Law (
جand the PRC Labor Contract Law ( ʕശɛ͏΍ձ਷
جand the Implementation Regulations of the Labor Contracts Law (ૢ
Է), promulgated by the State Council, labor contracts in written form shall be executed to establish labor
relationships between employers and employees. Wages cannot be lower than local minimum wage. The
employer must establish a system for labor safety and sanitation, strictly abide by state standards, and provide
relevant education to its employees. Employees are also required to work in safe and sanitary conditions meeting
State rules and standards, and carry out regular health examinations of employees engaged in hazardous
occupations.
Under PRC laws, rules and regulations, including the Social Insurance Law (
ج)
which was promulgated by the Standing Committee of NPC on October 28, 2010, effective on July 1, 2011 and
amended on December 29, 2018, the Interim Regulations on the Collection and Payment of Social Security
Funds (
ᖮᅲБૢԷ) which were promulgated by the State Council and effective on January 22,
1999 and amended on March 24, 2019, and the Regulations on the Administration of Housing Accumulation
Funds (
၍ଣૢԷ) which were promulgated by the State Council, effective on April 3, 1999 and
amended on March 24, 2002 and March 24, 2019, employers are required to contribute, on behalf of their
employees, to a number of social security funds, including funds for pension insurance, unemployment
insurance, medical insurance, work-related injury insurance, maternity insurance and housing funds. These
payments are made to local administrative authorities and any employer who fails to contribute may be fined and
ordered to pay the deficit amount.
The Supreme People’s Court issued Interpretation II on Several Issues Concerning the Application of Law
in the Trial of Labor Dispute Cases (
༆ᙑ(ɚ)) (the “Judicial
Interpretation”) on July 31, 2025, which took effect from September 1, 2025. According to the Judicial
Interpretation, private agreements made between an employer and an employee to waive mandatory social
insurance payments is legally invalid and the workers are now granted the right to unilaterally terminate their
employment contracts and claim compensation if their employers fail to make the mandatory social insurance
contributions. The Judicial Interpretation also provides that where an employee is alternately or simultaneously
employed by multiple related entities and requests confirmation of the labor relationship, the people’s court shall
support the employee’s claim to confirm that the employer that signed written employment contract with the
employee has established a labor relationship. If none of the affiliated entities has entered into a labor contract
with the employee, the labor relationship is to be determined principally by reference to acts of employment
–9 4–


--- page 104 ---
REGULATIONS
management, taking into account factors such as working hours, job content, wage payment, and social-insurance
premium contributions. As advised by our PRC Legal Advisor, the foregoing interpretations will not have any
material adverse effect on our business, financial condition or results of operations, based on the fact that our
employees are neither alternately or simultaneously employed by us and our affiliated entities, nor have they
signed any agreement with us waiving social-insurance contributions.
Regulations on Employee Share Incentive Awards Granted by Listed Companies
According to a series of notices concerning individual income tax on earnings from employee share
incentive awards, issued by the MOF and the SAT, companies that implement employee stock ownership
programs shall file the employee stock ownership plans and other relevant documents with the local tax
authorities having jurisdiction over such companies before implementing such plans, and shall file share option
exercise notices and other relevant documents with local tax authorities before exercise by their employees of
any share options, and clarify whether the shares issuable under the employee share options referenced in the
notice are shares of publicly listed companies.
According to the Circular on Relevant Issues Concerning the Foreign Exchange Administration for
Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly Listed Companies (
̮ි၍
ٝthe “SAFE Circular 7”) issued in
2012, if “domestic individuals” (meaning both PRC residents and non-PRC residents who reside in China for a
continuous period of not less than one year, excluding foreign diplomatic personnel and representatives of
international organizations) participate in any stock incentive plan of an overseas listed company, a qualified
PRC domestic agent, which could be the PRC subsidiaries of such overseas listed company, shall, among other
things, file, on behalf of such individuals, an application with SAFE to register such stock incentive plan, and
obtain the approval for an annual allowance with respect to the purchases of foreign exchanges in connection
with stock purchases or stock option exercises. Such PRC individuals’ foreign exchange income received from
the sales of stocks and dividends distributed by the overseas listed company and any other income shall be fully
remitted into a collective foreign currency account in China opened and managed by the PRC domestic agent
before distribution to such individuals. In addition, such domestic individuals must retain an overseas entrusted
institution to handle matters in connection with their stock option exercises and stock purchases and sales. The
PRC domestic agent also needs to update the registration with SAFE within three months after the overseas-listed
company materially changes its existing stock incentive plans or makes any new stock incentive plans.
M&A Regulations and Overseas Listings
The Ministry of Commerce of the People’s Republic of China (the “MOFCOM”), the State-owned Assets
Supervision and Administration Commission, the State Administration of Taxation, the State Administration
for Industry and Commerce (the predecessor of State Administration for Market Regulation), the China
Securities Regulatory Commission, or the CSRC, and SAFE jointly adopted the Regulations on Mergers and
Acquisitions of Domestic Enterprises by Foreign Investors (
֛or the M&A
Rules, in 2006 and amended in 2009. The M&A Rules establish procedures and requirements that could make
some acquisitions of PRC companies by foreign investors more time-consuming and complex, including
requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction
in which a foreign investor takes control of a PRC domestic enterprise where any of the following situations
exist: (i) the transaction involves an important industry in China, (ii) the transaction may affect national
“economic security”, or (iii) the PRC domestic enterprise has a well-known trademark or historical Chinese
trade name in China. The M&A Rules, among other things, also require that (i) PRC entities or individuals
obtain MOFCOM approval before they establish or control an SPV overseas, provided that they intend to use
the SPV to acquire their equity interests in a PRC company at the consideration of newly issued share of the
SPV, or Share Swap, and list their equity interests in the PRC company overseas by listing the SPV in an
overseas market; (ii) the SPV obtains MOFCOM’s approval before it acquires the equity interests held by the
PRC entities or PRC individual in the PRC company by Share Swap; and (iii) the SPV obtains CSRC approval
before it lists overseas.
In addition, the Cracking Down Illegal Securities Activities Opinions (
จ
Ԉ) provide that the administration and supervision of overseas-listed China-based companies will be
strengthened, the special provisions of the State Council on overseas issuance and listing of shares by such
companies will be revised, clarifying the responsibilities of domestic industry competent authorities and
–9 5–


--- page 105 ---
REGULATIONS
regulatory authorities, and the cross-departmental regulatory synergy will be intensified. On February 17, 2023,
with the approval of the State Council, the CSRC released the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies

جthe “Trial
Measures”), effective on March 31, 2023. According to the Trial Measures, (1) domestic companies that seek to
offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant
information to the CSRC; (2) if the issuer meets both of the following conditions, the overseas offering and
listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the
operating revenue, total profit, total assets or net assets of the domestic operating entities of the issuer in the most
recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited
consolidated financial statements for the same period; (ii) its major operational activities are carried out in China
or its main places of business are located in China, or the senior managers in charge of operation and
management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic
company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major
domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an
application for initial public offering and listing in an overseas market, the issuer shall submit filings with the
CSRC within three working days after such application is submitted. Our PRC Legal Advisor is of the view that
this Listing shall be deemed as an indirect overseas offering and listing by PRC domestic enterprise, and
therefore we are required to submit filings with the CSRC within three working days after we submit application
for this Listing.
Pursuant to the Trial Measures, an overseas offering and listing is prohibited under any of the following
circumstances: if (1) such securities offering and listing is explicitly prohibited by provisions in laws,
administrative regulations and relevant state rules; (2) the intended securities offering and listing may endanger
national security as reviewed and determined by competent authorities under the State Council in accordance
with law; (3) the domestic company intending to make the securities offering and listing, or its controlling
shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery,
embezzlement, misappropriation of property or undermining the order of the socialist market economy during the
latest three years; (4) the domestic company intending to make the securities offering and listing is currently
under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no
conclusion has yet been made thereof; or (5) there are material ownership disputes over equity held by the
controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or
actual controller. And a timely report to the CSRC and update its CSRC filing within three working days after the
occurrence of any of the following material events, if any of them occurs before the completion of the overseas
offering and/or listing but after obtaining its CSRC filing: (a) any material change to principal business, licenses
or qualifications of the issuer, (b) a change of control of the issuer or any material change to equity structure of
the issuer, and (c) any material change to the offering and listing plan.
On February 24, 2023, the CSRC jointly with other government authorities issued the Provisions on
Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by
Domestic Companies

֛the “Overseas
Listing Archives Rules”), as a supporting rule to the Trial Measures, effective on March 31, 2023. Pursuant to the
Overseas Listing Archives Rules, domestic companies that seek to offer or list securities overseas directly or
indirectly, and securities companies and securities related service providers providing services to such domestic
companies shall establish confidentiality and archives administration system, adopt requisite measures to perform
the responsibilities of confidentiality and archives administration, and shall not divulge state secrets and state
agencies’ work secrets, or harm state and public interests. The Overseas Listing Archives Rules provides, among
others, that before providing or disclosing any document or material which involves state secrets or state
agencies’ work secrets, domestic companies shall apply to the competent government authorities for approval
and file with the secrecy administration authorities for the record.
Regulations on Anti-Monopoly
The Anti-Monopoly Law

جpromulgated by the Standing Committee of the NPC,
the latest amendment of which became effective on August 1, 2022, and the Provisions on the Review of
Concentrations of Undertakings

֛promulgated by the SAMR, the latest amendment of
which became effective on April 15, 2023, require that transactions which are deemed concentrations and
involve parties with specified turnover thresholds must be cleared by the SAMR before they can be completed.
Where the concentrations do not meet the thresholds but there is evidence that the concentrations have or may
–9 6–


--- page 106 ---
REGULATIONS
have the effect of excluding or restricting competition, the SAMR is entitled to require an examination of
concentration of undertakings. Where the participation in concentrations by way of foreign-funded merger and
acquisition of domestic enterprises or any other method which involves national security, the examination of
concentration shall be carried out pursuant to the provisions of the Anti-Monopoly Law and examination of
national security shall be carried out pursuant to the relevant laws and regulations. Failure to comply with
above regulations may result in an order to stop concentration, dispose the shares/assets or transfer the
operation within a stipulated period, or adopt other necessary measures to reinstate the pre-concentration
status, or fines.
On February 7, 2021, the Anti-Monopoly Commission of the State Council issued the Anti-Monopoly
Guidelines for the Internet Platform Economy Sector (
یܸthat
aims at specifying some of the circumstances under which an activity of internet platforms may be identified as
monopolistic act as well as classifying that concentrations involving variable interest entities shall also be subject
to anti-monopoly review. On March 10, 2023, the SAMR promulgated the Provisions on Prohibition of
Monopoly Agreements (
֛and the Provisions on Prohibition of Abuse of Market Dominance ( ຫ
֛effective on April 15, 2023 which improve the anti-monopoly rules regarding
internet platform economy. According to these Provisions, undertakings with market dominance shall not abuse
market dominant positions, or enter into monopoly agreements with other competing undertakings through
intention liaison, exchange of sensitive information, concerted acts by using data, algorithms, technologies and
platform rules, etc. Failure to comply with above regulations may result in an order to stop illegal act, confiscate
illegal income and fines.
Regulations on Foreign Currency Exchange
Pursuant to applicable PRC regulations on foreign currency exchange, the Renminbi is freely convertible to
foreign currencies for current account items only, such as trade-related receipts and payments, interest and
dividends. Conversion of Renminbi to foreign exchange for capital account items, such as direct equity
investments, loans and repatriation of investments, are subject to the prior approval of SAFE or its local branches
or prior registration with banks.
In utilizing the proceeds we received from our initial public offering and other financing activities as an
offshore holding company with PRC subsidiaries, we may (i) make additional capital contributions to our
existing PRC subsidiaries, (ii) establish new PRC subsidiaries and make capital contributions to these new PRC
subsidiaries, (iii) make loans to our PRC subsidiaries, or (iv) acquire offshore entities with business operations in
China in offshore transactions. However, most of these uses are subject to regulations and approvals of the PRC
government. For example:
• capital contributions to our PRC subsidiaries, whether existing or newly established ones, require that
the PRC subsidiaries complete the requisite filing and reporting procedures with relevant government
authorities and register with the local bank authorized by SAFE;
• loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their
activities cannot exceed statutory limits and must be registered with the local branches of SAFE.
SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the
Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises (
׵
ٝthe “SAFE Circular 19”), effective in June 2015 and amended
on December 30, 2019 and March 23, 2023, in replacement of a former regulation. SAFE Circular 19 regulates
the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a
foreign-invested enterprise. According to SAFE Circular 19, RMB capital may not be used for issuing RMB
entrusted loans, repaying inter-enterprise loans or repaying bank loans that have been transferred to a third party.
Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital
of a foreign-invested enterprise to be used for equity investments within China, it reiterates the principle that
RMB converted from the foreign currency-denominated capital of a foreign-invested enterprise may not be
directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit
such capital to be used for equity investments in China. SAFE promulgated the Notice of the State
Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement
Management Policy of Capital Account (
ٝthe
–9 7–


--- page 107 ---
REGULATIONS
“SAFE Circular 16”), effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19,
but changes the prohibition against using RMB capital converted from foreign currency-denominated registered
capital of a foreign-invested enterprise to issue RMB entrusted loans to a prohibition against using such capital to
issue loans to non-associated enterprises. Violations of SAFE Circular 19 or SAFE Circular 16 could result in
administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer
any foreign currency we hold, including the net proceeds from our offshore offerings, to our PRC subsidiaries,
which may adversely affect our liquidity and ability to fund and expand our business in China. Furthermore, on
October 23, 2019, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further
Promoting the Convenience of Cross-border Trade and Investment (
ҳ༟
ٝthe “SAFE Circular 28”), which, among other things, allows all foreign-invested enterprises to
use RMB converted from foreign currency-denominated capital for equity investments in China, as long as the
equity investments are genuine, do not violate applicable laws, and comply with the Negative List on foreign
investments promulgated by the PRC government. However, due to a lack of sufficient guidance, it is unclear
how SAFE and competent banks will carry this out in practice.
Administrative Measures for Outbound Investment by Enterprises
Administrative Measures for Outbound Investment by Enterprises (
جor NDRC
Circular 11, was promulgated by NDRC, on December 26, 2017 and became effective on March 1, 2018.
According to NDRC Circular 11, to make Outbound Investment, an investor shall go through verification,
approval, record-filing and other procedures applicable to outbound investment projects, report relevant
information, and cooperate with supervision and inspection activities conducted by relevant government
authorities. Outbound investments governed by NDRC Circular 11 include investment activities whereby an
enterprise within PRC, directly or via overseas enterprises under its control, acquires ownership, controlling
power, rights of operation and management and other relevant rights and interests overseas by acquiring assets,
making equity investments and providing financing or guarantees, among other means. Individual PRC residents
who invest overseas via overseas enterprises or enterprises in Hong Kong, Macao and Taiwan regions which are
under their control shall also be subject to the requirements under NDRC Circular 11.
According to NDRC Circular 11, sensitive projects carried out by an enterprise in China directly or via the
overseas enterprises under their control shall obtain verification and prior approval from NDRC. For the purpose
of NDRC Circular 11, sensitive projects include: (1) projects involving sensitive countries and regions, including
(i) countries and regions that have not established diplomatic relations with China; (ii) countries and regions
where war or civil unrest has broken out; (iii) countries and regions in which investment by enterprises shall be
restricted pursuant to international treaties or agreements, among others, concluded or acceded to by the PRC
government; and (iv) other sensitive countries and regions, and (2) projects involving sensitive industries,
including (i) research, production and maintenance of weaponry and equipment; (ii) development and utilization
of cross-border water resources; (iii) news media; and (iv) other industries in which outbound investment needs
to be restricted pursuant to China’s laws and regulations as well as related control policies.
According to NDRC Circular 11, non-sensitive projects directly carried out by an enterprise in China,
including directly acquiring asset, making equity investments or providing financing or guarantees, shall
complete record-filings with the competent government authorities prior to the implementation of such
non-sensitive projects. Where a local enterprise investor in China carries out a large-amount non-sensitive project
with an investment amount over $0.3 billion via overseas enterprises under its control, such investor shall submit
an information reporting form for large-amount non-sensitive projects with the investment amount over
$0.3 billion via the required network system prior to the implementation of the said projects to inform the NDRC
of relevant information.
Pursuant to applicable laws, where an outbound investment project falls within the scope of projects subject
to verification, approval or record-filing requirement but the investor in China fails to obtain a valid verification
and approval document or notice of record-filing, no departments in charge of foreign exchange administration or
customs should process its application, and no financial enterprises should provide relevant fund settlement and
financing services.
–9 8–


--- page 108 ---
REGULATIONS
Regulations on Anti Long-Arm Jurisdiction
The MOFCOM issued the Provisions on the List of Unreliable Entities
֛on
September 19, 2020. Pursuant to the provisions, an interagency task force composed of central government
agencies (the “Working Mechanism”), shall, according to the investigation results and by taking the following
factors into comprehensive consideration, decide whether or not to include a foreign entity concerned in the list
of unreliable entities, and make an announcement on such inclusion: (i) the extent of damage caused to China’s
sovereignty, security and development interests; (ii) the extent of the damage to the legitimate rights and interests
of Chinese enterprises, other organizations or individuals; (iii) whether or not the international economic and
trade rules are followed; and (iv) other factors that shall be taken into consideration. If a foreign entity is included
in the list of unreliable entities, the Working Mechanism may decide to take one or more of the following
measures: (i) restricting or prohibiting the foreign entity from engaging in import or export activities related to
China; (ii) restricting or prohibiting the foreign entity’s investment within the territory of China; (iii) restricting
or prohibiting the entry of the foreign entity’s relevant personnel or transport vehicles into the territory of China;
(iv) restricting or canceling the work permit, stay or residence qualification of the foreign entity’s relevant
personnel in China; (v) imposing a fine corresponding to the seriousness of the case against the foreign entity; or
(vi) Other necessary measures.
On January 9, 2021, the MOFCOM promulgated the Rules on Counteracting Unjustified Extra-Territorial
Application of Foreign Legislation and Other Measures

جthe “MOFCOM
Order No. 1 of 2021”). Pursuant to the MOFCOM Order No. 1 of 2021, where a citizen, legal person or other
organization of China is prohibited or restricted by foreign legislation and other measures from engaging in
normal economic, trade and related activities with a third State (or region) or its citizens, legal persons or other
organizations, he/she/it shall truthfully report such matters to the competent department of commerce of the State
Council within 30 days. The Working Mechanism will take following factors into overall account when assessing
whether there exists unjustified extra-territorial application of foreign legislation and other measures: (i) whether
international law or the basic principles of international relations are violated; (ii) potential impact on China’s
national sovereignty, security and development interests; (iii) potential impact on the legitimate rights and
interests of the citizens, legal persons or other organizations of China; and (iv) other factors that shall be taken
into account. If the Working Mechanism determine that there exists unjustified extra-territorial application of
foreign legislation and other measures, the MOFCOM may issue an injunction that the relevant foreign
legislation and other measures shall not be accepted, executed, or observed. A citizen, legal person or other
organization in China may apply for exemption from compliance with an injunction.
REGULATIONS ON U.S. OUTBOUND INVESTMENTS
On August 9, 2023, the U.S. government issued Executive Order 14105, launching efforts to regulate certain
outbound investments involving China. The U.S. Department of the Treasury followed with rulemaking,
culminating in a Final Rule (the “U.S. Outbound Investment Rule”) on October 28, 2024 (effective January 2,
2025) that established the “Outbound Investment Security Program.” This program focuses on investments by
U.S. persons in advanced technology sectors in “countries of concern” (currently China, including Hong Kong
and Macau).
Under the U.S. Outbound Investment Rule, U.S. persons (including U.S. citizens and permanent residents,
entities organized under U.S. law (including their foreign branches), and any person in the U.S.) are subject to
investment prohibitions and notification requirements for certain transactions in three sensitive technology
categories (semiconductors and microelectronics, quantum information technologies, and artificial intelligence
systems). These restrictions apply when a transaction involves a “Covered Foreign Person”—generally an entity
in a country of concern engaged in a “Covered Activity.” Covered transactions include activities such as
acquiring equity interests (including contingent equity interests), providing debt financing, forming joint
ventures, or investing as a limited partner in a fund, when such activities involve a Covered Foreign Person.
Certain exceptions are provided. Notably, investments in publicly traded securities that trades on a securities
exchange are exempted, except to the extent that the investments would provide rights beyond minority
shareholder protections.
Non-compliance can result in significant penalties: civil fines up to the greater of twice the transaction value
or approximately US$377,700, and for willful violations, criminal fines up to US$1,000,000 and imprisonment
for up to 20 years.
–9 9–


--- page 109 ---
REGULATIONS
In light of the nature of our business, our OIR Legal Advisors are of the view that we do not engage in any
“covered activities” relating to semiconductors and microelectronics, quantum information technologies, or
restricted categories of artificial intelligence systems, nor do the entities in which we hold a specified interest
engage in such activities. Although we develop certain AI systems, such systems are not designed for military,
government intelligence, mass-surveillance, or other restricted end uses, and their development does not involve
compute thresholds regulated under the U.S. Outbound Investment Rule. Accordingly, as advised by our OIR
Legal Advisors, we do not believe that we would be classified as a “covered foreign person” under the U.S.
Outbound Investment Rule.
– 100 –


--- page 110 ---
INDUSTRY OVERVIEW
Unless otherwise indicated, the information contained in this section is derived from various
governmental and official publications, other publications and the market research report commissioned by us
and prepared by Frost & Sullivan. We believe that the sources of information are appropriate, and we have
taken reasonable and cautious care in extracting and reproducing such information. We have no reason to
believe that such information is false or misleading or that any fact has been omitted that would render such
information false or misleading. We, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters or any of our or their
respective directors, senior management, representatives or any other person involved in the Global Offering
have not independently verified information and statistics from official government sources and have made no
representation as to the accuracy and completeness thereof.
SOURCE OF INFORMATION
We have commissioned Frost & Sullivan, an Independent Third Party, to conduct a study of China’s
integrated healthcare and insurance service market. We agreed to pay Frost & Sullivan a fee of RMB500,000 for
the preparation of the F&S Report, and our Directors consider that such fee reflects market rates and are of the
view that the payment of the fee does not affect the fairness of conclusions drawn in the F&S Report. Founded in
1961, Frost & Sullivan has more than 45 global offices with more than 3,000 industry consultants, market
research analysts, technology analysts, and economists. Our Directors confirm, to the best of their knowledge,
and after making reasonable enquiries, that there have been no adverse changes in the industry since the date of
the F&S Report which may qualify, contradict or have an impact on the information set out in this section.
During the preparation of the F&S Report, Frost & Sullivan conducted primary research that involved
discussing the status of the industry with industry participants and industry experts, as well as secondary research
that involved reviewing company reports, independent research reports and Frost & Sullivan’s own database.
The F&S Report was compiled based on the following assumptions: (1) the social, economic and political
environment in China will remain stable in the forecast period; (2) related key industry drivers are likely to
continue driving the growth of the relevant industries during the forecast period; (3) the data quoted from
authorities remains unchanged; and (4) there are no force majeure events or new industry-wide regulations which
would drastically or fundamentally affect the relevant industries.
CHINA’S INTEGRATED HEALTHCARE AND HEALTH INSURANCE SERVICE MARKET
Integrated healthcare and health insurance service is a comprehensive and systematic healthcare service
model that provides individuals with end-to-end insurance protections and health management experiences,
encompassing prevention, diagnosis, treatment, and rehabilitation, and supports pharmaceutical and medical
device enterprises through market education, marketing services, and research assistance to accelerate medical
innovation and improve overall healthcare ecosystem efficiency.
The advantages of integrated healthcare and health insurance services platforms in China are multifaceted.
These platforms offer comprehensive solutions that combine health and insurance services into a seamless,
technology-driven ecosystem, which fosters user trust, strengthens user stickiness and increases user lifetime
value and cross-selling opportunities. By leveraging technology, they provide personalized experiences that
address critical market needs, such as optimizing medical resource allocation and serving an aging population
with increasing chronic diseases. The key benefits include one-stop services that offer everything from online
registration and remote consultation to personalized insurance plan design and intelligent health
recommendations. These integrated platforms enhance user satisfaction by delivering more accessible, efficient
and tailored healthcare and insurance services that can be customized to individual health profiles and needs.
China’s integrated healthcare and health insurance service market represents a significant growth
opportunity. In 2024, the per capita healthcare expenditure in China was RMB7.0 thousand, significantly lower
than the per capita healthcare expenditure in the United States of US$14.7 thousand and in the European Union
of US$4.0 thousand in the same year. With the continuous growth of per capita disposable income and per capita
consumption expenditure as well as the increasing health awareness in China, the per capita healthcare
expenditure in China has been, and is expected to continue, growing rapidly. The per capita healthcare
expenditure in China was RMB7.0 thousand in 2024 and is estimated to reach RMB11.1 thousand in 2029, at a
CAGR of 9.7% from 2024 to 2029.
– 101 –


--- page 111 ---
INDUSTRY OVERVIEW
In China, healthcare expenditure is primarily funded through two sources, namely government-mandated
fundamental health insurance and out-of-pocket individual payments, with the latter potentially covered by
independent commercial health insurances. Although expenditure through China’s fundamental health insurance
has been continuously increasing, the gap between the total healthcare expenditure in China and China’s
fundamental health insurance coverage has widened, which provides for significant market demand for
independent health insurance services. The gap between the total healthcare expenditure in China and China’s
fundamental health insurance coverage increased from RMB5.1 trillion in 2020 to RMB7.0 trillion in 2024 at a
CAGR of 8.2%, and is expected to reach RMB11.5 trillion in 2029, at a CAGR of 10.4% from 2024 to 2029.
China’s integrated healthcare and health insurance service market, in terms of revenue, increased from
RMB6,226.1 billion in 2020 to RMB8,149.4 billion in 2024 at a CAGR of 7.0%, and is expected to reach
RMB11,804.0 billion in 2029 at a CAGR of 7.7% from 2024 to 2029. China’s integrated healthcare and health
insurance service market, by service delivery method, consists of traditional integrated healthcare and health
insurance service market and digital integrated healthcare and health insurance service market. The following
chart illustrates the size and components of China’s integrated healthcare and health insurance service market by
service delivery method for the periods indicated.
Market Size of Integrated Healthcare and Health Insurance Service Market in China
6,153.4 6,611.1 7,086.4 7,541.2 7,912.9 8,405.0 9,051.9 9,711.4 10,380.6 11,055.5
483.7
604.9
748.5
72.7
2020
111.8
2021
142.4
2022
185.4
2023
236.5
2024
301.2
2025E
383.4
2026E 2027E 2028E 2029E
6,226.1
6,722.9
7,228.8
7,726.6
8,149.4
8,706.2
9,435.3
10,195.1
10,985.5
11,804.0
Digital integrated healthcare and health insurance service market
Traditional integrated healthcare and health insurance service market
CAGR 2020-2024 2024-2029E
Total 7.0% 7.7%
Digital integrated healthcare and health
insurance service market 34.3% 25.9%
Traditional integrated healthcare and health
insurance service market 6.5% 6.9%
Source: National Bureau of Statistics; annual reports of relevant public companies; Frost & Sullivan
CHINA’S DIGITAL INTEGRATED HEALTHCARE AND HEALTH INSURANCE SERVICE
MARKET
Overview and Market Size of China’s Digital Integrated Healthcare and Health Insurance Service Market
Digital integrated healthcare and health insurance services refer to various comprehensive and convenient
integrated healthcare and health insurance services for individuals and pharmaceutical enterprises and medical
device enterprises customers through the use of digital technology and internet platforms. Market participants
primarily include digital health insurance service platform and digital healthcare service platform.
With the continuous expansion of internet user base and people’s increasing health awareness, the
penetration rate of digital healthcare sales, which is calculated as the ratio of the market size of digital healthcare
services market in China to total healthcare services market size, increased from 1.0% in 2020 to 2.8% in 2024
and is expected to reach 7.1% in 2029. Similar growth trend has been observed with the penetration rate of digital
health insurance sales, which increased from 5.7% in 2020 to 7.2% in 2024 and is expected to reach 12.9% in
2029. The growing penetration rates have driven up the market size of China’s digital integrated healthcare and
health insurance service in terms of revenue, which increased from RMB72.7 billion in 2020 to
RMB236.5 billion in 2024 at a CAGR of 34.3%, and is expected to reach RMB748.5 billion in 2029 at a CAGR
of 25.9% from 2024 to 2029. China’s digital integrated healthcare and health insurance service market, by
service types, comprises digital healthcare service market and digital health insurance service market. The
following chart illustrates the size and component of China’s digital integrated healthcare and health insurance
service market in terms of revenue, by service types, for the periods indicated.
– 102 –


--- page 112 ---
INDUSTRY OVERVIEW
Market Size of Digital Integrated Healthcare and Health Insurance Service Market in China
62.9 99.1 131.2 172.7
221.5
283.7
362.1
457.3
571.5
706.8
33.4
41.7
9.8
2020
12.7
2021
11.2
2022
12.7
2023
15.0
2024
17.5
2025E
21.3
2026E
26.4
2027E 2028E 2029E
72.7
111.8
142.4
185.4
236.5
301.2
383.4
483.7
604.9
748.5
Digital health insurance service market
Digital healthcare service market
CAGR 2020-2024 2024-2029E
Total 34.3% 25.9%
Digital health insurance service market 11.2% 22.7%
Digital healthcare service market 37.0% 26.1%
Source: National Bureau of Statistics; annual reports of relevant public companies; Frost & Sullivan
Competitive Landscape of China’s Digital Integrated Healthcare and Health Insurance Service Market
Most providers in the current digital integrated healthcare and health insurance services market are still
focused on either digital healthcare services or digital health insurance services. Even if there are some providers
that have both types of business, their revenue contribution is skewed towards one of the above mentioned
segments. Therefore, selecting only market participants with significant revenues from both types of business as
comparables will ignore those market participants that have competition with the Company in one of the
segments of digital healthcare services or digital health insurance services.
In addition, as the market continues to develop, more and more providers have shown a tendency to expand
their business towards both digital healthcare service and digital health insurance service. By integrating
healthcare and health insurance resources, providers are able to form a seamless ecosystem that enhances their
user stickiness, increases cross-selling opportunities, and provides users with a more comprehensive health
management experience that meets the increasingly diverse needs of consumers.
China’s digital integrated healthcare and health insurance service market is fragmented. In 2024, there were
over 3,000 market players in this sector, with the top 15 platforms accounting for less than 10% of the total
market share in terms of revenue. We are one of the very few providers in China’s digital integrated healthcare
and health insurance service market with strategy focusing on both digital healthcare services and digital health
insurance service. We ranked 10th in China’s digital integrated healthcare and health insurance service market in
terms of revenue in 2024. The following table sets forth our relevant market rankings.
Ranking of Top Ten Digital Integrated Healthcare and Health Insurance Service Platforms in China, in
terms of revenue in 2024
Ranking Company
Revenue in
2024
(RMB
million)
Market
share
in 2024
(%)
Digital healthcare service Digital health insurance service
Revenue
contribution
ratio
Primary provided
services
Revenue
contribution
ratio
Primary services
provided
1 ..... Company A(1) 3,086 1.30 / / 100% • Insurance brokage
service
2 ..... C o m pany B(2) 3,012 1.26 / / 100% • Insurance brokage
service
3 ..... Company C(3) 2,625 1.10 ×95%
• Digital medical
diagnosis service
• Digital marketing
service
Ö5% • Insurance brokage
service
4 ..... Company D(4) 1,840 0.77 Ö5% • Digital medical
diagnosis service ×95%
• Insurance brokage
service
• Insurance technical
service
– 103 –


--- page 113 ---
INDUSTRY OVERVIEW
Ranking Company
Revenue in
2024
(RMB
million)
Market
share
in 2024
(%)
Digital healthcare service Digital health insurance service
Revenue
contribution
ratio
Primary provided
services
Revenue
contribution
ratio
Primary services
provided
5 ..... Company E(5) 1,543 0.65 ×95%
• Integrated health
service packages
• Digital marketing
service
Ö5% • Insurance brokage
service
6 ..... Company F(6) 1,540 0.65 100%
• Digital medical
diagnosis service
• Digital marketing
service
//
7 ..... Company G(7) 1,422 0.60 100%
• Digital medical
diagnosis service
• Digital marketing
service
//
8 ..... Company H(8) 1,091 0.46 100%
• Integrated health
service packages
• Remote medical
consultation
service
• Digital marketing
service
• Digital RWS
service
//
9 ..... Company I
(9) 1,006 0.42 / / 100%
• Insurance brokage
service
• Insurance technical
service
1 0 .... The Company 938 0.40 66%
• Early disease
screening service
• Integrated health
service packages
• Digital marketing
service
• Digital RWS
service
34%
• Insurance brokage
service
• Insurance technical
service
Source: Public filings, websites of market players, Frost & Sullivan
(1) Company A is a public company founded in 2019 and listed on NASDAQ, headquartered in Beijing, China, with a registered
capital of RMB50 million, committed to providing customized insurance products and services for users.
(2) Company B is a private company founded in 2016, headquartered in Hangzhou, China, with a registered capital of RMB50 million.
It is a wholly-owned subsidiary of an open Internet platform and is committed to providing consumers with a safe and convenient
digital insurance experience.
(3) Company C is a private company founded in 2015, headquartered in Hangzhou, China, with a registered capital of RMB1.7 billion,
committed to providing healthcare services including appointment, online consultation and others.
(4) Company D is a public company founded in 2018 and listed on NYSE, headquartered in Beijing, China, with a registered capital of
US$200 million, dedicated to the provision of insurance and healthcare services.
(5) Company E is a public company founded in 2014 and listed on the Hong Kong Stock Exchange, headquartered in Shanghai, China,
with a registered capital of US$10 billion. It focuses on providing medical and health services for users, such as consumer
healthcare, health management and wellness interaction services.
(6) Company F is a public company founded in 1998 and listed on Hong Kong Stock Exchange, headquartered in Beijing, China, with a
registered capital of HK$200 million. It focuses on providing an integrated online and offline medical and healthcare products
service platform and continuously improving the user experience.
(7) Company G is a public company founded in 2018 and listed on the Hong Kong Stock Exchange, headquartered in Beijing, China,
with a registered capital of US$100 billion. It focuses on providing digital healthcare products and services.
(8) Company H is a public company founded in 2014 and listed on the Hong Kong Stock Exchange, headquartered in Fujian, China,
with a registered capital of US$2.5 billion, committed to providing digital healthcare services and digital marketing services for
individuals and enterprises.
(9) Company I is a public company founded in 2015, headquartered in Shenzhen, China, with a registered capital of more than
RMB4 million. It operates in digital insurance industry and is committed to providing insurance services.
– 104 –


--- page 114 ---
INDUSTRY OVERVIEW
Drivers and Trends of China’s Digital Integrated Healthcare and Health Insurance Service Market
The following are key growth drivers of China’s digital integrated healthcare and health insurance service
market.
• Technology innovation and ecosystem construction . Technology innovation is the core driving force for
the development of digital integrated healthcare and health insurance service platforms. The continuous
enhancement and application of cutting-edge technologies, such as AI and big data, have provided
strong technical support for the development of digital healthcare and health insurance service
platforms in terms of efficiency and service quality improvement, intelligence strengthening and
service customization. For example, the application of big data technology enables the digital
integrated healthcare and health insurance service platform to analyze user behaviors and assess health
risks, so as to customize insurance products for users and personalize premium pricing. The application
of AI technology allows the digital integrated healthcare and health insurance service platform to
develop intelligent consultation system that provides users with preliminary treatment
recommendations and directs them to the appropriate medical institutions to optimize medical resource
allocation.
• Increase in market demands . The aging of China’s population and the increase in chronic disease rate
have caused an increase in public demand for efficient and convenient integrated healthcare and health
insurance services. Digital integrated healthcare and health insurance service platforms have thus been
preferred by users for the diversified service offerings, including insurance products, telemedicine,
family doctors, and chronic disease management, which meets the diversified health needs of users.
• One-stop, diversified and comprehensive service offerings . Digital integrated healthcare and health
insurance service platforms aggregate healthcare and health insurance-related products and services
and build an efficient and convenient one-stop service platform. Their service offerings cover a wide
range of healthcare services, such as online registration, remote consultation and electronic medical
record management, as well as insurance services, such as online enrollment, plan customization and
claim processing. Such product and service integration meets the diversified health and protection
needs of users, greatly enhancing user experience, increasing user satisfaction and stickiness, and
attracting new users.
The following are future trend of China’s digital integrated healthcare and health insurance service market.
• Rapid market development . Favorable government policies, increased public health awareness, and
growing demand for healthcare services have driven the robust development of China’s digital
healthcare services industry. In recent years, the State has issued a series of favorable policies to
encourage the development of China’s digital healthcare services market. For example, in the Opinions
of the General Office of the State Council on Promoting the Development of “Internet Plus Healthcare”
(
ආ“ʝᑌၣ+ᔼᐕ਄ੰ”จԈ) issued by the General Office of the State
Council on April 28, 2018, it is proposed to improve the “internet plus healthcare” service system,
encourage medical institutions to apply the internet and other information technologies to expand the
space and content of healthcare services, and build an online and offline integrated healthcare service
model that covers the whole process of healthcare. By providing regulations and support for the digital
healthcare services market, this policy creates a favorable development environment for the industry
and promotes the widespread adoption of digital healthcare services. As another example, in the
Opinions on Further Improving the Medical and Health Service System (
ਕ
จԈ) issued by the General Office of the Central Committee of the Communist Party of China
and the General Office of the State Council on March 23, 2023, it is proposed to accelerate the
application of the Internet, blockchain, the Internet of Things, artificial intelligence, cloud computing,
and big data in the field of healthcare. Through supporting the broader application of information
technology within China’s healthcare service system, this policy provides new opportunities for
technological innovation in the development of the digital healthcare services market, driving a
sustained growth of the industry. The favorable policies mentioned above enable more people to enjoy
higher-quality digital integrated healthcare and health insurance services by supporting the widespread
application of advanced technologies such as the Internet, artificial intelligence, and big data in
healthcare scenarios. This creates significant growth opportunities for the market. For example,
auxiliary diagnostic systems driven by artificial intelligence technology promote the upgrading of
– 105 –


--- page 115 ---
INDUSTRY OVERVIEW
remote healthcare, big data technology helps analyze and optimize the scheduling of regional
healthcare resources, and the Internet overcomes geographic limitations, allowing more regions to
access high-quality healthcare and health insurance services. Additionally, as public health awareness
continues to rise, the demand for personalized and convenient healthcare and health insurance services
has been growing, further promoting market development. In summary, benefiting from favorable
policies and growing public health demand, China’s digital integrated healthcare and health insurance
service market is poised for rapid growth.
• Personalized and customized service offerings . With the increasingly diversified needs of individual
and corporate customers, digital integrated healthcare and health insurance service platforms will
improve service customization by expanding service offerings and providing more accurate and
personalized health management and medical service solutions to enhance user experience and
stickiness.
• Continuous resource integration . Digital integrated healthcare and health insurance service platforms
will continue to strengthen cooperation with medical institutions, insurance companies and other
healthcare and health insurance service providers in the future to meet customer demand for one-stop
healthcare and health insurance services.
CHINA’S DIGITAL HEALTHCARE SERVICE MARKET
Overview and Market Size of China’s Digital Healthcare Service Market
Digital healthcare services refer to healthcare services provided by qualified healthcare organizations or
healthcare service providers to individuals or corporate customers through digital technology and internet
platforms. For individuals and corporate customers, these platforms offer digital health solutions such as early
disease screening, online appointment booking, and personalized healthcare services. For pharmaceutical and
medical device companies, they provide critical support through digital marketing (market education services),
and digital medical research assistance. These platforms enable individuals to access convenient healthcare
services and help corporates optimize their product development, marketing strategies, and research efforts by
utilizing advanced digital technologies.
The scarcity and uneven distribution of traditional healthcare service resources and the lengthy diagnostic
processes can be addressed by digital healthcare service platforms through the following value propositions:
• Digital healthcare services bring great value to users by increasing accessibility and convenience of
healthcare services.
• Digital healthcare services simplify the diagnostic process for patients and improve consultation and
treatment efficiency through tools such as online registration, electronic payment, and digital medical
test reports.
• Online consultations and inquiries have expanded the access of patients in rural or remote areas to
doctors capable of providing high-quality healthcare and medical services.
• Cutting-edge digital technologies, such as AI, big data analysis and cloud technology, utilized by
digital healthcare service platforms, enable patients to enjoy high-quality medical resources, such as
remote expert consultations, personalized health management solutions, obtain valuable health
information and communicate effectively with doctors. In addition, hospitals and doctors at all levels
can share valuable medical knowledge and professional skills through digital healthcare service
platforms.
• Digital healthcare service platforms produce and publish health-related information to improve the
health consciousness of the general public and reduce knowledge gaps.
• Digital healthcare service platforms leverage real-world data to support the progress of medical
researches, including patient health status, treatment processes and outcomes, helping researchers gain
a deeper understanding of disease mechanisms, discover new therapeutic targets, and evaluate the
advantages and disadvantages of different treatment options.
– 106 –


--- page 116 ---
INDUSTRY OVERVIEW
China’s digital healthcare services platform, in terms of revenue, increased from RMB62.9 billion in 2020
to RMB221.5 billion in 2024 at a CAGR of 37.0%, and is expected to reach RMB706.8 billion in 2029 at a
CAGR of 26.1% from 2024 to 2029. The following chart illustrates the size and component of China’s digital
healthcare service market for the periods indicated.
Market Size of Digital Healthcare Service Market in China
40.4 60.0 82.6 113.8 146.1 185.7
233.7
291.7
361.2
443.9
39.1
48.6
58.9
75.4
98.0
128.4
165.6
210.3
262.9
22.5
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
62.9
99.1
131.2
172.7
221.5
283.7
362.1
457.3
571.5
706.8
Digital health corporate service
Digital health and medical service
CAGR 2020-2024 2024-2029E
Total 37.0% 26.1%
Digital health corporate service market 35.3% 28.4%
Digital health and medical service market 37.9% 24.9%
Source: National Bureau of Statistics, annual reports of relevant public companies, Frost & Sullivan
The digital health corporate services offered to medical institutions and pharmaceutical companies comprise
three main categories: (i) digital marketing services; (ii) digital RWS services; and (iii) other services such as
software and system development services. In recent years, the digital health corporate service market
experienced rapid growth, primarily driven by favorable policies and the increasing demand from pharmaceutical
and medical device industries for efficient marketing, medical research and education services.
A series of favorable policies enacted by the Chinese government have contributed to the growing demand
for market education services in the healthcare sector, particularly pharmaceuticals and medical device
companies. For example, the 14th Five-Year Plan for National Health (“
ɤ̬ʞ”਷͏਄ੰ஝ྌ), issued by the
General Office of the State Council, calls for strengthening national health science and technology expert and
resource pools and encourages medical institutions and healthcare professionals to actively engage in health
promotion and education initiatives. Additionally, the Guides on Promoting and Regulating the Development of
Big Data Applications in Healthcare (
ኬจԈ), also issued by the
General Office of the State Council, advocate for actively guiding healthcare institutions and private sector
participants to participate in various activities to disseminate knowledge related to the application of big data in
healthcare.
– 107 –


--- page 117 ---
INDUSTRY OVERVIEW
In 2024, the digital health corporate service market accounted for 33.8% of China’s total digital healthcare
service market. As pharmaceutical and medical device enterprises continue to increase their investment in digital
marketing services, including market education and research services, the digital health corporate service market
is expected to benefit from broader development opportunities. In terms of revenue, the digital health corporate
service market in China is expected to reach RMB262.9 billion by 2029. The following chart illustrates the size
and components of China’s digital health corporate service market for the periods indicated.
Market Size of Digital Health Corporate Service Market in China
15.2 26.9 33.7 40.2 51.3 66.2
86.0
110.1
138.8
172.2
7.0
11.7 14.2 17.8
22.8
29.9
39.7
51.7
66.2
83.6
0.3
2020
0.5
2021
0.7
2022
0.9
2023
1.3
2024
1.9
2025E
2.7
2026E
3.8
2027E
5.3
2028E
7.1
2029E
22.5
39.1
48.6
58.9
75.4
98.0
128.4
165.6
210.3
262.9
Others
Digital RWS
Digital marketing
CAGR 2020-2024 2024-2029E
Total 35.3% 28.4%
Digital marketing 35.5% 27.4%
Digital RWS 44.3% 40.4%
Others 34.3% 29.7%
Source: National Bureau of Statistics; annual reports of relevant public companies; Frost & Sullivan
Note: (1) Digital RWS refers to digital real-world study, a research methodology that leverages digital tools, such as AI and big data
analytics to systematically collect, integrate, and analyze real-world, multisource data in routine clinical settings. It aims to
evaluate the effectiveness and safety of health interventions without adhering to randomized controlled trial designs.
(2) Others include software and system development services, etc.
Competitive Landscape of China’s Digital Healthcare Service Market
China’s digital healthcare service market is fragmented, with the top 15 platforms accounting for less than
6.0% of total market share in terms of revenue in 2024. We ranked seventh in China’s digital healthcare service
market in terms of revenue in 2024. The following table sets forth our relevant market rankings.
Ranking of Top Seven Digital Healthcare Service Platforms in China, in terms of revenue in 2024
Ranking Company
Revenue in 2024
(RMB million)
Market share
(%) Primary services provided
Whether provide
digital health
insurance service
1 ..... Company C* 2,581 1.17 • Digital medical diagnosis service
• Digital marketing service √
2 ..... Company E* 1,472 0.66 • Integrated health service packages
• Digital marketing service √
3 ..... Company F* 1,540 0.69 • Digital medical diagnosis service
• Digital marketing service ×
4 ..... Company G* 1,422 0.64 • Digital medical diagnosis service
• Digital marketing service ×
5 ..... Company H* 1,091 0.49 • Integrated health service packages
• Remote medical consultation service
• Digital marketing service
• Digital RWS service
×
6 ..... Company J(1) 834 0.38 • Online medical consultation service
• Digital marketing service √
7 ..... T h e Company 617 0.28 • Early disease screening service
• Integrated health service packages
• Digital marketing service
• Digital RWS service
√
– 108 –


--- page 118 ---
INDUSTRY OVERVIEW
Source: Public filings, websites of market players, Frost & Sullivan
* See footnotes (1) through (9) in “—China’s Digital Integrated Healthcare and Health Insurance Service market—Competitive
Landscape of China’s Digital Integrated Healthcare and Health Insurance Service Market.”
(1) Company J is a private company founded in 2015, headquartered in Beijing, China, with a registered capital of more than RMB900
million. It focuses on providing marketing solutions, physician platform solutions, clinical research assistance services and others.
The Company’s market education service is part of the digital marketing service market within the digital
health corporate service sector. The competitive landscape in this market is fragmented, with the top 10 platforms
accounting for less than 10% of the total market share in terms of revenue in 2024. We ranked sixth in China’s
digital marketing service market by revenue in 2024. The following table presents our relevant market ranking.
Ranking of Top Six Digital Marketing Service Platforms in China, in terms of revenue in 2024
Ranking Company
Revenue in
2024
Market
share
(RMB million) (%)
1 ...... Company G* 1,138 2.22
2 ...... Company F* 784 1.53
3 ...... Company E* 617 1.20
4 ...... Company K(1) 558 1.09
5 ...... Company J* 525 1.02
6 ...... T h e Company 468 0.91
Source: Public filings, websites of market players, Frost & Sullivan
* See footnotes (1) through (9) in “—China’s Digital Integrated Healthcare and Health Insurance Service Market—Competitive
Landscape of China’s Digital Integrated Healthcare and Health Insurance Service Market” and footnotes (1) in “—China’s Digital
Integrated Healthcare and Health Insurance Service Market—Competitive Landscape of China’s Digital Healthcare Service
Market.”
(1) Company K is a public company founded in 1996 and listed on Hong Kong Stock Exchange, headquartered in Beijing, China. It
focuses on providing precision marketing and enterprise solutions, medical knowledge solutions and intelligent patient management
solutions.
Entry Barriers of China’s Digital Healthcare Service Market
The following sets forth the entry barriers of China’s digital healthcare service market.
• Technical and data security requirements . Digital healthcare services platforms require strong
technical support, including cloud computing, big data processing and AI, to ensure stable platform
operation and efficient service delivery. At the same time, due to the sensitivity of medical and
healthcare data, digital healthcare services platforms must establish a sound data security system to
prevent data leakage and abuse, which requires substantial resource investment by market participants
in technology R&D and security protection.
• Healthcare resources . Leading digital healthcare services platforms typically maintain established
relationships with major medical institutions, hospitals, medical professional and other stakeholders in
the healthcare industry to provide integrated, one-stop shop services. New entrants need to invest
substantial resources to build their healthcare resource network at a similar scale as those of leading
market players in a short period of time.
CHINA’S DIGITAL HEALTH INSURANCE SERVICE MARKET
Overview and Market Size of China’s Digital Health Insurance Service Market
Digital insurance service platform refers to insurance brokerage agencies that rely on internet platforms to
sell insurance products and provide information and transaction services for multiple insurance buyers and
sellers. Leveraging their long-term partnerships with insurance companies and extensive user bases, digital
insurance service platforms also provide other digitalized insurance services, such as digitalized operations and
management solutions, to address insurers’ operational needs in underwriting, risk control, and related areas.
Digital insurance service platforms offer competitive advantages over traditional insurance sales methods in the
following aspects.
• Leveraging specific digital scenarios, digital insurance service platforms can more effectively acquire
users by precisely targeting and satisfying user needs.
– 109 –


--- page 119 ---
INDUSTRY OVERVIEW
• Utilizing extensive user data, digital insurance service platforms focus on user-centric innovation to
deliver customized product designs, pricing mechanisms, and underwriting risk control solutions.
• Digital insurance service platforms provide one-stop insurance services, including among others,
pre-sales consultations, underwriting, policy management and post-sales claims settlement.
China’s insurance penetration rate, calculated by dividing the value of gross written premium by the value
of gross domestic product, remains relatively low at 4.4% in 2024, compared to the insurance penetration rate in
the United States, the United Kingdom and Japan of 12.5%, 10.9% and 8.8%, respectively, in the same year,
showcasing the significant growth potential for China’s insurance market. China’s insurance density, calculated
by dividing the total amount of insurance premiums by China’s population, was US$578 in 2024, compared to
the insurance density of the United States, the United Kingdom and Japan of US$10.0 thousand, US$5.1
thousand and US$3.0 thousand, respectively, in the same year. Amid the rapid growth in China’s digital user
base and rising digital penetration, China’s digital health insurance service market, in term of revenue, increased
rapidly from RMB9.8 billion in 2020 to RMB15.0 billion in 2024 at a CAGR of 11.2%, and is expected to reach
RMB41.7 billion in 2029 at a CAGR of 22.7% from 2024 to 2029.
Market Size of Digital Health Insurance Service Market in China
9.8
12.7
11.2
12.7
15.0
17.5
21.3
26.4
33.4
41.7
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
CAGR 2020-2024 2024-2029E
Total 11.2% 22.7%
Source: National Bureau of Statistics; annual reports of relevant public companies; Frost & Sullivan
Note: The main reason for the decrease in market size of digital health insurance service market in China in 2022 is the decline in the market
size of China’s digital health insurance market in 2022, in terms of premium revenue. In 2022, the market size of China’s digital health
insurance, in terms of premium revenue, has reached RMB66.2 billion, representing a decline of 13.4% year-on-year. And the decline
of the premium revenue of China’s digital health insurance in 2022 was mainly due to the impact of the regulatory policies and
industry adjustments. In 2021, China Banking and Insurance Regulatory Commission has issued a number of circulars on digital
health insurance products, such as “Circular on Issues Related to the Standardization of Short-term Health Insurance Business” (
׵
ٝand “Circular on Matters Concerning the Filing of Expressions of Renewal of Short-term
Health Insurance” (ٝto rectify a series of problems that existed in China’s digital health
insurance market, such as “0 yuan for the first month”, etc. The increasingly tightened regulatory policies for the digital health
insurance market have further standardized the development of the industry while directly restricting the sales model of bringing in
new customers through aggressive promotions, resulting in a decline in the overall scale of premium revenue in China’s digital health
insurance market.
– 110 –


--- page 120 ---
INDUSTRY OVERVIEW
Competitive Landscape of China’s Digital Health Insurance Service Market
China’s digital health insurance service market is fragmented. We ranked seventh in China’s digital health
insurance service market in terms of FYP in 2024. The following table sets forth our relevant market rankings.
Ranking of Top Seven Digital Health Insurance Service Platforms in China, in terms of FYP, 2024
Ranking Company
FYP in 2024
(RMB million) Primary services provided
Organic traffic from own
healthcare services platform
1 .... Company B* 27,600 • Insurance brokage service /muliply
2 .... Company A* 17,700 • Insurance brokage service /muliply
3 .... Company D* 5,615 • Insurance brokage service
• Insurance technical service √
4 .... Company L(1) 2,200 • Insurance brokage service /muliply
5 .... Company M(1) 1,446 • Insurance brokage service /muliply
6 .... Company I* 1,168 • Insurance brokage service
• Insurance technical service /muliply
7 .... T h e Company 915 • Insurance brokage service
• Insurance technical service √
Note: Organic traffic from own healthcare services platform refers to the customer flow naturally channeled to the digital health
insurance service platform through the owned digital healthcare service platforms, reflecting the ability to achieve cross-selling within
enterprises’ own ecosystem.
Source: Public filings, websites of market players, Frost & Sullivan
* See footnotes (1) through (9) in “—China’s Digital Integrated Healthcare and Health Insurance Service market—Competitive
Landscape of China’s Digital Integrated Healthcare and Health Insurance Service Market.”
(1) Company L is a private company founded in 2017, headquartered in Shenzhen, China, with a registered capital of more than
RMB600 million. It is a subsidiary insurance platform of an Internet technology company and is committed to providing users with
professional and convenient insurance services
(2) Company M is a private company founded in 2006, headquartered in Hubei, China, with a registered capital of RMB50 million. It is
a national comprehensive insurance broker who offers insurance products and digital insurance services.
Entry Barriers of China’s Digital Health Insurance Service Market
The following sets forth the entry barriers of China’s digital health insurance service market.
• Industry expertise . As the insurance market is a highly specialized field, digital insurance service
platform providers are expected to accumulate sufficient industry knowledge in a number of areas such
as risk assessment, product design and claims handling, both for insurance handlings and insurance
policyholders. Lack of industry know-how will result in inability to fully understand and satisfy user
and customer needs and innovate revolutionary products. As a result, new entrants lacking such
industry expertise will find it difficult to establish an effective business model and service system
within a short period of time.
• Industry resources . In order to provide customers with a wider choice of insurance products, digital
insurance service platform providers must possess sufficient capital, relevant licenses and
qualifications, and maintain strong long-term relationships with insurance companies. They also need
to invest heavily in R&D to ensure continuous innovation in products and services. Digital insurance
service platform providers must employ various specialists, such as business development personnel,
lawyers and actuaries, to ensure steady daily operations. Such resources require accumulation and
investment over a long period of time, and it is difficult for new entrants to obtain sufficient resources
within a short period of time.
• Compliance requirements . China’s insurance industry is highly regulated. Digital insurance service
platforms must comply with applicable laws and regulations for sustained development. New entrants
need to fully understand and comply with relevant requirements, including the insurance law,
cybersecurity law and consumer protection law. Meanwhile, digital insurance service platforms need to
establish a comprehensive internal control system and risk management mechanism to ensure business
compliance and soundness. These requirements have increased the compliance difficulty and cost for
new entrants.
– 111 –


--- page 121 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
OVERVIEW
We are a one-stop platform focused on providing digital integrated healthcare and health insurance solutions
in China. Our history can be traced back to 2014 when Ms. Yang, among others, founded our Company. See
“—Major Shareholding Changes of Our Company and Principal Subsidiaries” for details. Ms. Yang has
extensive experience in the industries of healthcare and health insurance service. See “Directors and Senior
Management” for her biographical details. Since our inception, we have attracted a number of reputable and
influential institutional or corporate investors to invest in our Company, such as Sunshine Insurance, IDG, DT
Global and Tencent. See “—Pre-IPO Investments” for details. In anticipation of the Listing, we conducted a
series of corporate and business restructuring, after which, our Group primarily focuses on providing healthcare
and health insurance services.
During the Track Record Period and as of the date of this prospectus, our Company was controlled by
Ms. Yang, our founder, the chairlady of the Board, executive Director and ultimate Controlling Shareholder, as to
38.94% of all the voting rights at the general meetings of our Company through the following: (i) as to 23.93%
voting rights of our Shares held by QingSongChou Holdings Corporation, a holding company ultimately wholly-
owned by Ms. Yang; (ii) as to 2.40% voting rights of our Shares held by QSC ESO Limited, a holding company
wholly-controlled by Ms. Yang through certain voting proxy arrangement between Ms. Yang and the
shareholders of QSC ESO Limited; and (iii) as to an aggregate of 12.62% voting rights in aggregate of our
Shares held by Grand Path Ventures Limited, WIND ENTERPRISE LIMITED and Universal Light Limited
through certain Voting Proxy Arrangement between Ms. Yang and such shareholders of our Company. See
“Relationship with Our Controlling Shareholders” and “—Corporate Structure” for details of the group of our
Controlling Shareholders, the Voting Proxy Arrangements and our shareholding structure.
Immediately upon completion of the Global Offering and assuming no exercise of the Over-allotment
Option and the Pre-IPO Share Option Scheme, Ms. Yang, our ultimate Controlling Shareholder, will control
approximately 33.94% of all the voting rights of our Company through the following (i) as to 20.85% voting
rights of our Shares held by QingSongChou Holdings Corporation; (ii) as to 2.09% voting rights of our Shares
held by QSC ESO Limited; and (iii) as to 10.99% voting rights of our Shares held by Grand Path Ventures
Limited, WIND ENTERPRISE LIMITED and Universal Light Limited.
BUSINESS MILESTONES
The following table illustrates our major business milestones:
Year
Milestones
2014 Our Company was incorporated when it was principally engaged in the online illness
fundraising services.
2015 We completed Series A investment and series A+ investment in August 2015 and November
2015, respectively, with an aggregate proceeds of US$3.6 million raised.
2016 We completed series B investment and series B+ investment in January 2016 and June 2016,
respectively, with an aggregate proceeds of US$17.2 million raised.
We successfully sold our first online insurance policy and launched our Insurance-related
Services in December 2016.
2017 We completed series C investment February 2017, with an aggregate proceeds of
US$22.8 million raised.
We launched integrated health service package for enterprise and individual customers in
November 2017.
2018 We completed series C-1 investment in March 2018.
– 112 –


--- page 122 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Year Milestones
2020 We teamed up with Guofu Life Insurance Co., Ltd. to create the first provincial-level
supplementary health insurance Huiminbao Program in August 2020.
We completed series D investment May 2020, with an aggregate proceed of US$66 million
raised.
2022 We were successfully selected as one of 2022 Cases for Healthy China Innovative Practices
(Health Responsibility) by People’s Health of People’s Daily Online in December 2022.
2023 We developed the “Xiannv α” large model system based on the MaaS industry model in July
2023.
We launched our digital marketing (market education services) in July 2023.
2024 We launched digital medical research assistance services in 2024 and started to provide real-
world data study services for our Healthcare-related Services in February 2024.
We together with the Health Client of People’s Daily (˒၌) jointly launched the
7th “Famous Doctors of China—the 6630 Communication Campaign for the Improvement of
Public Health Literacy” (
֣“ ਷ʘΤᔼ—Ό͏਄ੰ९ቮ౤ʺ 6630 ෂᅧБਗ”) in June 2024.
The online illness fundraising services and Duoer Hospital have been spin-off and moved out
from our Group since June 2024. Since then, our Group has been principally engaged in the
business of providing healthcare and health insurance solutions.
Our Group completed the Reorganization in December 2024.
MAJOR SHAREHOLDING CHANGES OF OUR COMPANY AND PRINCIPAL SUBSIDIARIES
Our Company
Our Company was incorporated as an exempted company with limited liability under the laws of the
Cayman Islands on November 12, 2014, with an initial authorized share capital of US$50,000 divided into
50,000,000 Shares with a par value of US 0.001 each. On the same date, we issued 7,500,000 ordinary shares of
our Company with par value of US$0.001 to QingSongChou Holdings Corporation, a holding company
controlled by Ms. Yang.
From 2015 to 2020, to support the funding need of our operation and the continued growth and expansion of
our business, we issued and allotted certain preferred shares to our Pre-IPO Investors in the Pre-IPO Investments.
See “—Pre-IPO Investments” for details of our Pre-IPO Investments.
In anticipation of the Listing, we have conducted the Reorganization, pursuant to which, our existing
Shareholders have spun-off and separated certain of the Group’s previous business and entities from our Group.
See “—Corporate Development and Reorganization” for details.
On January 21, 2025, we repurchased an aggregate of 10,552,846 shares and 21,105,693 series D preferred
shares with par value of US$0.00001 from Genesis Premium Holdings Limited and Sunshine Life Insurance
Corporation Limited, which are Pre-IPO Investors of our Company, at a total consideration of US$3,501,095.88
and US$6,847,671.23, respectively, which was determined based on arms-length negotiation between the parties.
Voting Proxy
As of the Latest Practicable Date, Ms. Yang, as the Proxyholder, has controlled the voting rights of
269,961,346 Shares (or 26,996,136 Shares after the Share Consolidation) of our Company through the Voting
Proxy Arrangements under certain voting agreements and deeds entered into by Ms. Yang with the Proxy
Investors. See “Relationship with Our Controlling Shareholders” for details of the voting arrangements.
– 113 –


--- page 123 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Share Re-Classification and Share Consolidation
On December 1, 2025, our Shareholders resolved that, among other things, conditional upon the satisfaction
or waiver of the conditions set out in “Structure of the Global Offering,” as the case may be, and pursuant to the
terms set out therein, prior to the Listing, (i) each of the issued preferred shares of our Company with par value
of US$0.00001 will be automatically converted, re-classified and/or re-designated into one ordinary share of our
Company with par value of US$0.00001 (the “Share Re-Classification”); and (ii) after the completion of the
Share Re-Classification, every ten issued and unissued ordinary shares of our Company with par value of
US$0.00001 each, will be consolidated into one Share of our Company with par value of US$0.0001 each,
rounding up to the nearest whole number of our Shares, as a result of which, an aggregate of 4.13 Shares with par
value of US$0.0001 will be issued to certain existing Shareholders before the Listing and the maximum number
of Shares issuable under the Pre-IPO Share Opting Scheme will be increased by 53.80 Shares with par value of
US$0.0001, which will be granted to certain existing option grantee (the “Share Consolidation”).
The following table sets forth details of the shareholding movement of our Company as a result of the Share
Consolidation:
Name of Shareholder(2)
Number of
Shares held
by such
Shareholder
before the
Share
Consolidation
% of total
issued share
capital of our
Company
prior to the
Share
Consolidation
Number of
Shares to be
issued due to
the Share
Consolidation
Number of
Shares held
by such
Shareholder
after the
Share
Consolidation
% of total
issued share
capital of our
Company
after the
Share
Consolidation
and
immediately
prior to the
Listing
% of total
issued share
capital of our
Company
after the
Share
Consolidation
and
immediately
upon the
Listing (1)
QingSongChou
Holdings
Corporation ........ 430,388,000 23.93% — 43,038,800 23.93% 20.85%
QSC ESO Limited .... 43,094,900 2.40% — 4,309,490 2.40% 2.09%
WIND ENTERPRISE
LIMITED ......... 91,171,892 5.07% 0.80 9,117,190 5.07% 4.42%
Universal Light
Limited ........... 68,623,654 3.82% 0.60 6,862,366 3.82% 3.33%
Grand Path Ventures
Limited ........... 134,270,418 7.47% 0.2 13,427,042 7.47% 6.51%
IDG China Media Fund
II L.P. ............ 231,761,000 12.89% — 23,176,100 12.89% 11.23%
IDG China Capital
Fund III L.P. ....... 80,171,059 4.46% 0.10 8,017,106 4.46% 3.88%
IDG China Capital III
Investors L.P. ...... 7,104,207 0.40% 0.30 710,421 0.40% 0.34%
Sunshine Life Insurance
Corporation Limited
(
΅Ϟ
ʮ̡) ........... 189,951,236 10.56% 0.39 18,995,124 10.56% 9.20%
DT Global Consumer
Investment Company
Limited ........... 154,088,500 8.57% — 15,408,850 8.57% 7.47%
TDH Venture Capital
Investment
Limited ........... 127,787,816 7.11% 0.40 12,778,782 7.11% 6.19%
Genesis Premium
Holdings Limited . . . 94,975,618 5.28% 0.24 9,497,562 5.28% 4.60%
Under Light Holding
Limited ........... 91,171,892 5.07% 0.80 9,117,190 5.07% 4.42%
CE FINTECH I
LIMITED
PARTNERSHIP .... 28,255,429 1.57% 0.10 2,825,543 1.57% 1.37%
Chinese Rose
Investment
Limited ........... 16,364,100 0.91% — 1,636,410 0.91% 0.79%
– 114 –


--- page 124 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Name of Shareholder(2)
Number of
Shares held
by such
Shareholder
before the
Share
Consolidation
% of total
issued share
capital of our
Company
prior to the
Share
Consolidation
Number of
Shares to be
issued due to
the Share
Consolidation
Number of
Shares held
by such
Shareholder
after the
Share
Consolidation
% of total
issued share
capital of our
Company
after the
Share
Consolidation
and
immediately
prior to the
Listing
% of total
issued share
capital of our
Company
after the
Share
Consolidation
and
immediately
upon the
Listing (1)
Ricedonate Network
Technology
Limited ........... 9,162,328 0.51% 0.20 916,233 0.51% 0.44%
Total ............... 1,798,342,049 100.00% 4.13 179,834,209 100.00% 87.14%
ESOP(3) ............. 280,898,002 15.62% 53.80 28,089,854 15.62% 13.61%
(1) Assuming no exercise of the Over-allotment Option and without taking into consideration of the Shares that may be issued under the Pre-
IPO Share Option Scheme.
(2) See notes in the “—Corporate Structure” section for details of each Shareholder.
(3) The Shares underlying the Options under the Pre-IPO Share Option Scheme were granted and outstanding as of the date of this
prospectus.
Our Principal Subsidiaries
The following sets forth the major shareholding changes of our principal subsidiaries during the Track
Record Period.
Tianjin Gelinkaite
Tianjin Gelinkaite was incorporated as a wholly foreign-owned enterprise in the PRC on April 5, 2017 with
the initial registered capital of US$1.0 million and has been wholly owned by Qingsong HK since its
establishment.
During the Track Record Period, the registered capital of Tianjin Gelinkaite was decreased from
US$10.0 million to US$5.0 million by Qingsong HK on August 26, 2024.
As of the Latest Practicable Date, the registered capital of such subsidiary was US$5.0 million, which was
wholly owned by Qingsong HK. Tianjin Gelinkaite is principally engaged in customer services.
Qingsong Yikang
Qingsong Yikang was incorporated as a wholly foreign-owned enterprise in the PRC on February 26, 2015
with the initial registered capital of US$1.0 million and has been wholly owned by Qingsong HK since its
establishment.
During the Track Record Period, the registered capital of Qingsong Yikang was decreased from
US$50.0 million to US$15.0 million by Qingsong HK on September 11, 2024.
As of the Latest Practicable Date, the registered capital of such subsidiary was US$15.0 million, which was
wholly owned by Qingsong HK. Qingsong Yikang is principally engaged in technical services.
Qingsong Health
Qingsong Health was incorporated as a limited liability company in the PRC on December 13, 2018, with
the initial registered capital of RMB5.0 million, which was controlled by Qingsongchou Network.
During the Track Record Period, the registered capital of Qingsong Health was increased from
RMB5.0 million to RMB10.0 million on November 15, 2023, which was owned as to 100% by Qingsongchou
Network. In addition, Qingsongchou Network entered certain equity transfer arrangements as part of the
Reorganization. See “—Corporate Development and Reorganization” for details.
As of the Latest Practicable Date, the registered share capital of Qingsong Health was RMB10.0 million,
which was wholly owned by Qingsong Yikang. Qingsong Health is primarily engaged in sales of healthcare
products and providing market education and digital medical research assistance services.
– 115 –


--- page 125 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Qingsongchou Network
Qingsongchou Network was incorporated as a limited liability company in the PRC on September 19, 2014,
with the initial registered capital of RMB0.5 million. Qingsongchou Network was a consolidated affiliated entity
of our Company under the contractual arrangement between Qingsongchou Network and Qingsong Yikang
before completion of the Reorganization.
The initial registered capital of Qingsongchou Network was RMB0.5 million. On July 14, 2015, the
registered capital of Qingsongchou Network was increased to RMB10.0 million. On February 14, 2016, the
registered capital of Qingsongchou Network was further increased to RMB50.0 million. During the Track Record
Period, as part of the termination of the previous contractual arrangements relating to the Reorganization, Ms.
Yang, YU Liang and WU Bin, the then nominee shareholders of Qingsongchou Network, transferred 48.71%,
46.29%, and 5.00% of the equity interest of Qingsongchou Network to Qingsong Health. See “—Corporate
Development and Reorganization” for details.
As of the Latest Practicable Date, the registered share capital of Qingsongchou Network was RMB50.0
million, which was wholly owned by Qingsong Health. Save as disclosed above, there has been no alteration in
the registered capital of Qingsongchou Network since its establishment. Qingsongchou Network is principally
engaged in market education and digital medical research assistance services.
QingSongBao
QingSongBao was incorporated as a limited liability company in the PRC on June 24, 2011, with the initial
registered capital of RMB10 million, which was owned as to 42% by Shaoguan Hongzhi Industry & Trade Co.
Ltd. (
ʮ̡), 33% by Guangzhou Tiangao Group Co. Ltd. (ʮ̡), 15% by
Guangzhou Rundu Group Co. Ltd. (ʮ̡), and 10% by SUN Jiang, respectively, all of them are
independent third parties.
In August 2016, Ms. Yang and YU Liang acquired all of the equity interests from such shareholders at a
total consideration of RMB10.0 million and entered into the contractual arrangement with Tianjin Gelinkaite. On
August 29, 2016, the registered capital of QingSongBao was increased to RMB50.0 million. On April 19, 2024,
as part of the termination of the previous contractual arrangements relating to the Reorganization, Ms. Yang and
YU Liang transferred 70% and 30% of the equity interests of QingSongBao to Qingsong Ningkang, respectively.
See “—Corporate Development and Reorganization” for details.
As of the Latest Practicable Date, the registered share capital of QingSongBao was RMB50.0 million, which
was wholly owned by Qingsong Ningkang. Save as disclosed above, there has been no alteration in the registered
capital of QingSongBao since its establishment. QingSongBao is principally engaged in insurance brokerage
services.
– 116 –


--- page 126 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
CORPORATE DEVELOPMENT AND REORGANIZATION
In anticipation of the Listing, we underwent a series of corporate and business restructuring for the Listing
(the “Reorganization”). Set out below is the corporate structure of our Group immediately prior to the
Reorganization:
Our Company
(Cayman Islands)
100%
Qingsong HK
(Hong Kong)
Offshore
Onshore
100% 100%
Qingsong Yikang
(WFOE)
Contractual Agreements
Qingsongchou
Network Qingsong Baikang Qingsong Pingkang
100% Contractual Agreements
100%
100% 100% 95%
Qingsong Health Qingsong Ningkang
100% 55%
Tianjin Gelinkaite
(WFOE)
QingSongBaoHainan Qingsongchou
Duoer Hospital(1)Zhongyi Hulian
Duoer Pharmacy Hunan Qingsong
Health(2)
(1) The remaining 5% equity interests in Duoer Hospital is held by Beijing Aojia Anshi Technology Service Center LLP (Ҧ
Υྫ), an independent third party.
(2) The remaining 45% equity interests in Hunan Qingsong Health was held by Zhonganneng Technology (Hunan) Group Co., Ltd. ( ʕτঐ
ʮ̡), an independent third party.
(i) Business Restructuring
In June 2024, in light of the Listing and to exclude business and operations subject to foreign ownership
restrictions or prohibition under PRC laws and regulations from our Group, our existing Shareholders have
resolved to spin-off and moved out from our Group the following business and entities (the “Excluded
Business”): (i) the online illness fundraising services, the operation of which requires an ICP license whose
foreign investment, as advised by our PRC Legal Advisor, is restricted to be no more than 50%. It was primarily
conducted through Qingsongchou Network prior to the Reorganization; and (ii) Duoer Hospital, which holds a
medical institution practicing license for its internet hospital service. As advised by our PRC Legal Advisor,
medical institutions are classified as a restricted industry for foreign investment according to the Negative List,
and according to our PRC Legal Advisor’s consultation with the Health Commission of Yinchuan (
ვʇ̹ሊ͛਄
ึ), medical institutions providing internet hospital services in Yinchuan is prohibited from foreign
investment. See “Relationship with Our Controlling Shareholders” for details of the Excluded Business. See
“Regulation-Regulations on Foreign Investment Restrictions” for details of the foreign-investment restrictions on
the Excluded Business. We injected all the online illness fundraising services and operation into Zhongyi Hulian,
our consolidated affiliated entities prior to the Reorganization, and transferred all of our equity interests in
Zhongyi Hulian and Duoer Hospital to Zhonglang Group, the group holding and engaging in the Excluded
Business after the Reorganization, as described in detail below in this subsection.
Except for the aforementioned, all the other businesses that have been operated by our Group will remain in
and be conducted by our Group after the Reorganization.
(ii) Incorporation of Offshore Entities for Zhonglang Group
In March 2024, ZhongLang Technology Hong Kong Limited (
ʮ̡) (the “Zhonglang
Technology HK”) was incorporated under the laws of Hong Kong and was wholly-owned by our Company. In
– 117 –


--- page 127 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
April 2024, Zhuhai Zhonglang Pingkang Technology Co. Ltd. (ʮ̡) (“Zhonglang
Pingkang”) was incorporated as a wholly foreign-owned enterprise in the PRC and has been wholly owned by
Zhonglang Technology HK since its establishment. In March 2024, Zhuhai Zhonglang Ningkang Technology Co.
Ltd. (
ʮ̡) (“Zhonglang Ningkang”) was incorporated as a limited liability company in the
PRC and has been owned as to 70% by Ms. Yang and 30% by Mr. Yu Liang.
In April 2024, Zhonglang Pingkang entered into the contractual arrangements with Zhonglang Ningkang
and its shareholders, as a result of which, Zhonglang Ningkang was consolidated into Zhonglang Pingkang. In
April 2024, Qingsongchou Network transferred 100% of its equity interest in Zhongyi Hulian and 95% of its
equity interest in Duoer Hospital to Zhonglang Ningkang at the consideration of RMB5.0 million and
RMB3.17 million, respectively, which was determined based on the respective assets and business of such entity
with reference to the estimate of their potential business development. After such share transfer, Zhongyi Hulian
and Duoer Hospital become subsidiaries of Zhonglang Ningkang.
In April 2024, ZhongLang Technology Corporation (“Zhonglang Cayman”, together with its subsidiaries
and consolidated affiliated entities, the “Zhonglang Group”) was incorporated under the laws of Cayman Islands
as the newly established offshore holding company to hold the excluded business and related entities. In June
2024, Zhonglang Cayman acquired Zhonglang Technology HK from our Company at nil consideration. In
June 2024, Zhonglang Cayman issued shares at nominal value and entered into shareholder agreements with
existing Shareholders of our Company to reflect their respective shareholding and rights and obligations in our
Company as of the date thereof.
The following sets forth the corporate structure of Zhonglang Group immediately after the completion of the
Reorganization:
Zhonglang Cayman
(Cayman Islands)
Zhonglang Technology HK
(Hong Kong)
Zhonglang Pingkang
100%
100%Onshore
Offshore
Contractual Arrangements
Zhonglang Ningkang
Duoer HospitalZhongyi Hulian
100%
95%100%
(iii) Restructuring Domestic Entities and Termination of Contractual Arrangements
In connection with the Reorganization and considering that the business of members of our Group is no
longer subject to foreign-investment prohibition or restriction after the Reorganization, we terminated all of the
contractual arrangements within our Group, details of which are as follows:
• Termination of contractual arrangement between Qingsongchou Network and Qingsong Yikang. In
March 2024, Zhuhai Qingsong Pingkang Technology Co. Ltd. (
ʮ̡) (“Zhuhai
Qingsong Pingkang”) was incorporated as a limited liability company in the PRC and was wholly
owned by Qingsong Baikang. In March 2024, Zhuhai Qingsong Pingkang acquired from Qingsongchou
Network 100% equity interests in Qingsong Health and Duoer Pharmacy at the consideration of
RMB10.0 million and RMB0.3 million, respectively. In May 2024, Qingsong Health acquired from
Ms. Yang, WU Bin and Yu Liang 48.71%, 5% and 46.29%, respectively, equity interest in
Qingsongchou Network at the consideration of RMB0.49, RMB0.05 and RMB0.46, respectively; and
at the same time, the contractual arrangement between Qingsongchou Network and Qingsong Yikang
was terminated. After the equity acquisition, Qingsongchou Network became a wholly owned
subsidiary of Qingsong Health. In September 2024, Zhuhai Qingsong Pingkang transferred all its
– 118 –


--- page 128 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
equity interests in Qingsong Health to Qingsong Yikang at the consideration of RMB10.0 million.
After the equity transfer, Qingsong Health and Qingsongchou Network became wholly owned
subsidiaries of Qingsong Yikang. Duoer Pharmacy and Zhuhai Qingsong Pingkang were deregistered.
See “—(iv) Deregistration of Certain Domestic Entities” in this subsection in details.
• Termination of contractual arrangement between Qingsong Baikang and Qingsong Yikang. In May
2024, Mr. ZHOU Peili, an independent third party, injected and increased the registered share capital of
Qingsong Baikang and obtained 5% equity interests in Qingsong Baikang at the consideration of
approximately US$0.56 million, after which, Qingsong Baikang became a sino-foreign equity joint
venture enterprise. In July 2024, Qingsong HK acquired from Ms. Yang, YU Liang and ZHOU Peili
47.5%, 47.5% and 5%, respectively, equity interests in Qingsong Baikang at the consideration of
approximately RMB37.75 million, RMB37.75 million and RMB4.0 million, respectively. At the same
time, the contractual arrangement between Qingsong Baikang and Qingsong Yikang was terminated.
After the equity acquisition, Qingsong Baikang became a wholly owned subsidiary of Qingsong HK
and a wholly foreign owned enterprise in the PRC.
• Termination of contractual arrangement between QingSongBao and Tianjin Gelinkaite. In April 2024,
Qingsong Ningkang acquired from Ms. Yang and YU Liang 70% and 30%, respectively, equity
interests in QingsSongBao at the consideration of RMB45.50 million and RMB19.50 million,
respectively, and the contractual arrangements between QingSongBao and Tianjin Gelinkaite were
terminated simultaneously. After the equity acquisition, QingsSongBao became a wholly owned
subsidiary of Qingsong Ningkang and an indirectly wholly owned subsidiary of Qingsong Baikang.
• Termination of contractual arrangement between Qingsong Pingkang and Qingsong Yikang. In
February 2024, the contractual arrangement between Qingsong Pingkang and Qingsong Yikang was
terminated. In October 2024, we deregistered Qingsong Pingkang. See “—(iv) Deregistration of
Certain Domestic Entities” in this subsection in details.
After the termination of the aforementioned contractual arrangements, there is no contractual arrangement
within our Group.
(iv) Deregistration of Certain Domestic Entities
To simplify our corporate structure and considering the business of relevant entities are insignificant to our
Group, we voluntarily deregistered certain subsidiaries, details of which are set forth as follows:
Company Name Principal Business Activity Date of Deregistration
Guangzhou Duoer Pharmacy Co., Ltd. ( ᄿψϢ
ʮ̡)
Sales of healthcare products and
equipment
December 6, 2024
Hunan Qingsong Health Technology Co., Ltd.
(ʮ̡)
No business operation November 8, 2024
Hainan Qingsongchou Information Technology
Co., Ltd. (ʮ̡)
No business operation November 18, 2024
Beijing Qingsong Pingkang Technology Co.,
Ltd. (ʮ̡)
No business operation October 8, 2024
Zhuhai Qingsong Pingkang Technology Co.,
Ltd. (ʮ̡)
No business operation December 27, 2024
(v) Incorporation of Singapore Wellbright Pte. Ltd. and Acquisition of Angus Moore Wealth
Management Limited
For future overseas business development purpose, Singapore Wellbright Pte. Ltd. was incorporated as a
limited liability company under the laws of Singapore on September 13, 2024, and 1,000 ordinary shares of such
subsidiary with par value of SGD$1.0 per share was allotted and issued to our Company. As of the Latest
Practicable Date, there was no business operation in such subsidiary.
– 119 –


--- page 129 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Angus Moore Wealth Management Limited was incorporated as a limited company under the laws of
Hong Kong on February 19, 2008 and is principally engaged in insurance brokerage services. On October 30,
2024, for future overseas business development purpose, our Company acquired from Fortuna Group Holdings
(Hong Kong) Co., Limited, the previous shareholder of Angus Moore Wealth Management Limited, an
independent third party, all the 3,900,000 ordinary shares of Angus Moore Wealth Management Limited at the
consideration of HK$2.5 million. The consideration was determined based on arms-length negotiation with
reference to the then market price of similar target.
The Reorganization was completed in December 2024. For the corporate structure of our Company
immediately after the Reorganization, see the corporate structure under the section of “—Corporate Structure”
for details.
Our Company confirms that the deregistration and exclusion of business as described above has no material
adverse impact on our Group’s financial performance or prospects. As advised by our PRC Legal Advisor and as
confirmed by our Directors, during the Track Record Period and up to the Latest Practicable Date, above
deregistered subsidiaries or the Excluded Business including the online illness fundraising services had not been
and were not involved in any non-compliant incidents, claims or litigations material to our Group taken as a
whole, on the basis that: (i) the Measures for the Administration of Personal Fundraising Network Service
Platforms (
) require online illness fundraising services platform shall be
designated by the Ministry of Civil Affairs of the PRC, and the relevant platform operating the online illness
fundraising services included in the Excluded Business has been designated by the Ministry of Civil Affairs of
the PRC as a personal fundraising network service platform, which complies with the Measures for the
Administration of Personal Fundraising Network Service Platforms; (ii) our Directors confirmed the fact that
there was no administrative penalty or investigation by competent authorities against the above deregistered
subsidiaries or the Excluded Business and none of them was involved in any non-compliant incidents, claims or
litigations material to our Group taken as a whole during the Track Record Period and up to the Latest
Practicable Date; (iii) we have received a special credit report from Beijing Public Credit Information Center (
̏
ʕː) and Ningxia Social Credit Service Center (ਕʕː) confirming that no
record of administrative penalties were imposed against the entities operating the Excluded Business during the
Track Record Period; and (iv) public searches regarding the above deregistered subsidiaries or entities operating
the Excluded Business do not reveal any material non-compliant incidents, claims or litigations during the Track
Record Period and up to the Latest Practicable Date.
As advised by our PRC Legal Advisor, relevant PRC regulatory approvals for the Reorganization have been
obtained and the Reorganization complies with the applicable laws and regulations in the PRC in all material
respects.
– 120 –


--- page 130 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
PRE-IPO INVESTMENTS
To fund our rapid business expansion and diversify our shareholder base, we have conducted several rounds of Pre-IPO Investments. The table below set s forth a
summary of the shareholding of our existing Pre-IPO Investors in our Company relating to the Pre-IPO Investments immediately prior to the Listing:
Our Pre-IPO
Investors (3)
Series A
preferred
Shares
Series A+
preferred
Shares
Series B
preferred
Shares
Series B+
preferred
Shares
Series C
preferred
Shares
Series C-1
preferred
Shares
Series D-1
preferred
Shares
Series D-2
preferred
Shares
Total number
of Shares held
by such
Shareholder
on an as-
converted
basis (before
the Share
Consolidation)
(1)
Total number
of Shares held
by such
Shareholder
on an as-
converted
basis (after
the Share
Consolidation)
Shareholding
in our
Company
held by such
Shareholder
immediately
prior to the
Listing (1)
Shareholding
in our
Company
held by such
Shareholder
upon the
Listing (1)(2)
IDG China Media
Fund II L.P. .... 212,500,000 — 19,261,000 — — — — — 231,761,000 23,176,100 12.89% 11.23%
IDG China Capital
Fund III L.P. . . . — — — — 80,171,059 — — — 80,171,059 8,017,106 4.46% 3.88%
IDG China Capital
III Investors
L.P. .......... — — — — 7,104,207 — — — 7,104,207 710,421 0.40% 0.34%
Sunshine Life
Insurance
Corporation
Limited
(5) ...... — — ———— 163,690,476 26,260,760 189,951,236 18,995,124 10.56% 9.20%
DT Global
Consumer
Investment
Company
Limited ....... — — 154,088,500 — — — — — 154,088,500 15,408,850 8.57% 7.47%
TDH Venture
Capital
Investment
Limited ....... — 57,744,600 62,732,500 — 7,310,716 — — — 127,787,816 12,778,782 7.11% 6.19%
Genesis Premium
Holdings
Limited
(5) ...... — — ———— 81,845,238 13,130,380 94,975,618 9,497,562 5.28% 4.60%
Grand Path
Ventures
Limited
(4) ...... — 34,646,700 27,850,200 — 4,702,618 — — — 67,199,518 6,719,952 3.74% 6.51%
– 121 –


--- page 131 ---
Our Pre-IPO
Investors (3)
Series A
preferred
Shares
Series A+
preferred
Shares
Series B
preferred
Shares
Series B+
preferred
Shares
Series C
preferred
Shares
Series C-1
preferred
Shares
Series D-1
preferred
Shares
Series D-2
preferred
Shares
Total number
of Shares held
by such
Shareholder
on an as-
converted
basis (before
the Share
Consolidation)
(1)
Total number
of Shares held
by such
Shareholder
on an as-
converted
basis (after
the Share
Consolidation)
Shareholding
in our
Company
held by such
Shareholder
immediately
prior to the
Listing (1)
Shareholding
in our
Company
held by such
Shareholder
upon the
Listing (1)(2)
CE FINTECH I
LIMITED
PARTNERSHIP — — — — — 28,255,429 — — 28,255,429 2,825,543 1.57% 1.37%
Chinese Rose
Investment
Limited ....... — — — 16,364,100 — — — — 16,364,100 1,636,410 0.91% 0.79%
Total ........... 212,500,000 92,391,300 263,932,200 16,364,100 99,288,600 28,255,429 245,535,714 39,391,140 997,658,483 99,765,850 55.48% 48.34%
(1) Calculated on as-converted basis.
(2) (i) Assuming no exercise of the Over-allotment Option and without taking into account any Shares that may be issued under the Pre-IPO Share Option S cheme and (ii) after to Share Consolidation is completed.
(3) See “—Pre-IPO Investments—Information Regarding the Pre-IPO Investors” for details of the Pre-IPO Investors.
(4) Grand Path Ventures Limited has also owned 67,070,900 ordinary Shares of our Company, the voting rights of which have been subject to the voting pro xy granted to Ms. Yang pursuant to the Voting Proxy
Arrangement. See “Relationship with Our Controlling Shareholders” for details of such arrangement.
(5) In January 2025, our Company has repurchased 10,552,846 and 21,105,693 series D preferred shares of our Company with per value of US$0.00001 from G enesis Premium Holdings Limited and Sunshine Life
Insurance Corporation Limited, respectively. See “—Major Shareholding Changes of Our Company and Principal Subsidiaries—Our Company” for detail s of the share repurchase relating to such investors.
– 122 –
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE


--- page 132 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Principal Terms of the Pre-IPO Investments
The table below summarizes the principal terms of the Pre-IPO Investments:
Date of initial
share
purchase
agreement
Settlement
date
Total number of
shares under the
investments(1)
Total
Consideration(1)
Cost per
share
paid(2)
Discount
to the
Offer
Price (2)
(US$) (US$) (%)
Series A
Investments(3)(4) ........
April 7,
2015
August 18,
2015
150,000,000 Series A
Preferred Shares and
62,500,000 Series A
Preferred Shares
1,000,000
and 1,000,000
0.06667
and 0.16
97.7%
and
94.5%
Series A+ Investments (5) . . July 28,
2015
November 11,
2015
92,391,300 Series A+
Preferred Shares
1,600,000 0.17318 94.1%
Series B Investments ..... January 8,
2016
January 27,
2016
263,932,200 Series B
Preferred Shares
13,702,884.30 0.519182 82.2%
Series B+ Investment (6) . . . May 30,
2016
June 2,
2016
16,364,100 Series B+
Preferred Shares
3,500,002.8 2.13883 26.6%
Series C Investment (7)(8) . . February 3
2017
February 21,
2017
99,288,600 Series C
Preferred Shares
22,752,975.58 2.2916 21.4%
Series C-1
Investments (9) .........
March 20,
2018
March 27,
2018
28,255,429 Series C-1
Preferred Shares
6,999,999.98 2.4774 15.0%
Series D-1 Investments
and Series D-2
Investments
(10)(11)(12) .....
December 18,
2019
May 14,
2020 and
October 1,
2021
272,817,460 Series D-1
Preferred Shares and
43,767,933 Series D-2
Preferred Shares
66,000,000
and 9,000,000
2.4192
and
2.0563 (10)
17.0%
and
29.4%
(1) On February 3, 2017, our Company underwent a subdivision of shares from US$0.001 each to US$0.00001 each and redesignated each
one of our shares to 100 shares. The number of Shares is calculated assuming such share subdivision was completed at the relevant time
of the Pre-IPO Investment and the Share Consolidation is not completed.
(2) The cost per share capital is calculated assuming the Share Consolidation is completed at the relevant time of the Pre-IPO Investments.
The discount to the Offer Price is calculated based on the Offer Price of HK$22.68 per Share and the exchange rate applied in the
prospectus.
(3) On April 7, 2015, IDG China Media Fund II L.P. subscribed for an aggregate of 1,500,000 shares with per value of US$0.001 each at the
total consideration of US$1,000,000. The total consideration for such investment was paid by series A pre-IPO investors as to
US$500,000 in cash and US$500,000 by cancelation of indebtedness owed to such investor.
(4) On April 7, 2015, our Company issued to IDG China Media Fund II L.P. an additional warrant to subscribe for an aggregate of 625,000
Series A Preferred Shares at consideration of US$1,000,000, the exercise price of which was US$1.6 per share with par value at
US$0.001. In July 2015, IDG China Media Fund II L.P. fully exercised its warrant, and as a result, we issued 625,000 series A preferred
shares with per value of US$0.001 each on August 18, 2015. The exercise price was fully paid by on August 17, 2015.
(5) On July 28, 2015, our Company entered into the series A+ preferred share purchase agreement with Zhuhai Tongdao Qichuang Angel
Investment Partnership (Limited Partnership) (“Tongdao Capital”) and Wu Bin for subscription of our series A+ preferred shares.
Pursuant to an assignment and assumption agreement dated November 11, 2015, Tongdao Capital assigned its right and obligation under
the share purchase agreement to TDH Venture Capital Investment Limited, its affiliate.
(6) The decrease in the discount to the Offer Price in the Series B+ Investment, following the Series B Investments, was primarily
attributable to the increase in the valuation of our Company at that time, which was determined based on arms length negotiation
between our Company and the relevant Pre-IPO Investors, which is an independent third party, after considering the increase of
registered users by approximately five times within such period, the favorable market conditions at the time, the increasing valuation
trends of our comparable companies in China’s markets, the then estimated business performance of our Company and the strategic
business synergies between our Company and the series B+ Pre-IPO Investor.
(7) On April 25, 2016, the series A+ preferred shares and series B preferred shares held by our previous Pre-IPO Investor, Mr. WU Bin, was
transferred to Grand Path Ventures Limited, a holding company controlled by him. On the same date, CoreDan Holdings Limited, an
independent third party, subscribed for 235,692 shares with par value of US$0.001 at the consideration of US$408,171, which sold all its
shares to CE FINTECH I LIMITED PARTNERSHIP at US$5,839,033.61 in March 2018 and ceased to be a Shareholder of our
Company.
– 123 –


--- page 133 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
(8) On February 3, 2017, our Company issued to IDG China Capital Fund III L.P. and IDG China Capital III Investors L.P. additional
warrants to purchase certain Series C Preferred Shares was at the total purchase price up to US$9,186,000 and US$814,000, respectively,
which were not exercised and expired.
(9) On March 20, 2018, each of the aggregated amounts of 23,569,200 ordinary shares and 4,686,229 ordinary shares of our Company with
per value of US$0.00001 each, held by CoreDan Holdings Limited and WIND ENTERPRISE LIMITED, an existing Shareholder,
respectively, were transferred to CE FINTECH I LIMITED PARTNERSHIP at the consideration of US$5,839,033.61 and
US$1,160,966.37, respectively. On the same date, our Company repurchased and canceled all such Ordinary Shares from CE
FINTECH I LIMITED PARTNERSHIP and reissued them to CE FINTECH I LIMITED PARTNERSHIP as series C-1 preferred shares.
After such round of investment, CoreDan Holdings Limited ceased to be a Shareholder of our Company.
(10) On December 19, 2019, our Company issued to Sunshine Life Insurance Corporation Limited (
ʮ̡) a kind A
warrant to subscribe for an aggregate of 181,878,307 series D-1 preferred shares of our Company with par value of US$0.00001 at a
purchase price of US$0.24192 per share. On the same date, our Company issued to Genesis Premium Holdings Limited and Sunshine
Life Insurance Corporation Limited (
ʮ̡) additional kind B warrants to purchase certain series D-1 preferred
shares the number of which is at the respective sole discretion of the relevant Pre-IPO Investor as long as the collective shareholding
percentage of such Investor does not exceed thirty percent (30%) of the then total outstanding and issued Shares on fully diluted and as-if
converted basis. All the kind A warrants have been exercised on May 8, 2020 and all the kind B warrants have been canceled according
to the terms and conditions therein.
(11) On December 19, 2019, Genesis Premium Holdings Limited purchased from Universal Light Limited, an existing Shareholder, an
aggregate of 14,589,311 ordinary shares of our Company with par value of US$0.00001 at the consideration of US$3,000,000 and on
May 8, 2020, Sunshine Life Insurance Corporation Limited purchased from Universal Light Limited an aggregate of 29,178,622 ordinary
shares of our Company with par value of US$0.00001 at the consideration of US$6,000,000, all of which were repurchased and canceled
by our Company and reissued as series D-2 preferred shares of our Company to such shareholders.
(12) In January 2025, our Company repurchased certain Shares from Genesis Premium Holdings Limited and Sunshine Life Insurance
Corporation Limited respectively. See “—Our Company and Principal Subsidiaries” in this section for details.
The consideration for the Pre-IPO Investments was determined based on arm’s length negotiation among
our Company and the Pre-IPO Investors, or among our Shareholders, as applicable, after taking into
consideration of, among others, (1) the timing of investments; (2) the growth of our number of users and
customers; (3) the then estimated revenue for the year when the relevant investment decisions were made; (4) the
growth prospects of our Group and the prevailing condition of China’s related markets; (5) the business
resources, strategic cooperation opportunities and benefits that the Pre-IPO Investors could bring to our
Company; and (6) the comparable companies in the industry and their valuation. All the considerations are fully
paid or settled by the respective Pre-IPO Investors.
At the time of the Pre-IPO Investments, our Directors were of the view that we could benefit from the
additional capital that would be provided by the Pre-IPO Investors to support our continuing development
growth, take advantage of their knowledge and experience and diversify our shareholder base. In particular, with
the established network of reputable and experienced financial investors, we could benefit from such
commitment as we believe the investments demonstrate their confidence in the operations of our Group and serve
as endorsements of our Group’s performance, strength and prospects.
Lock-up Period
The Pre-IPO Investors are subject to a lock up period of 190 days from the Listing Date.
Public Float
Rule 8.08 of the Listing Rules requires that there must be an open market in the securities for which listing
is sought. This will normally mean that for a class of securities new to listing, at least a minimum prescribed
percentage of that class of securities must be held by the public at the time of listing. Where the expected market
value of the class of securities at the time of listing is not exceeding HK$6,000,000,000, the minimum prescribed
percentage is 25%.
Based on the Offer price of HK$22.68 and 26,540,000 Shares expected to be in issue immediately upon
completion of the Global Offering (assuming that the Over-allotment Option is not exercised and without taking
into account any Shares that may be issued under the Pre-IPO Share Option Scheme), it is expected that the
market value of all the issued Shares of 206,374,209 at the time of Listing will be HK$4.68 billion. Accordingly,
at least 25% of the total number of issued Shares must be held by the public at the time of Listing.
– 124 –


--- page 134 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Upon completion of the Global Offering, except for (i) the Shares held by QingSongChou Holdings
Corporation, (ii) the Shares held by QSC ESO Limited, (iii) the Shares subject to the voting proxy granted to
Ms. Yang by Grand Path Ventures Limited, WIND ENTERPRISE LIMITED and Universal Light Limited, and
(iv) the Shares held by or controlled by certain Directors, IDG China Media Fund II L.P., IDG China Capital
Fund III L.P., and IDG China Capital III Investors L.P., all the Shares held by the other Shareholders (including
the other Pre-IPO Investors and the public Shareholders in the Global Offering) will count towards part of the
public float, which is 78,302,732 Shares (after the completion of the Share Consolidation), representing
approximately 37.94% of the total issued share capital of our Company upon the completion of the Global
Offering (assuming no exercise of the Over-allotment Option and without taking into account of any Shares that
may be issued under the Pre-IPO Share Option Scheme), which will satisfy the public float requirement under
Rule 8.08 of the Listing Rules. See notes to the corporate structure in the section headed “—Corporate Structure”
for details.
Free Float
Rule 8.08A of the Listing Rules provides that, there must be sufficient shares for which listing is sought by a
new applicant that are held by the public and available for trading upon listing. This will normally mean that the
portion of the class of shares for which listing is sought that are held by the public and not subject to any disposal
restrictions (whether under contract, the Listing Rules, applicable laws or otherwise), at the time of listing, must:
(a) represent at least 10% of the total number of issued shares in the class of shares for which listing is sought
(excluding treasury shares), with an expected market value at the time of listing of not less than HK$50,000,000;
or (b) have an expected market value at the time of listing of not less than HK$600,000,000.
On the basis that (i) no Offer Shares will be allocated under the Global Offering to any core connected
person of our Company or person which is not regarded as a member of the public under Rule 8.24 of the Listing
Rules, (ii) all Shares to be issued to the cornerstone investors and all Shares held by existing Shareholders are
subject to lock-up undertakings and therefore are excluded for the purpose of satisfying the free float
requirement, assuming the Over-allotment Option is not exercised and based on the Offer Price of HK$22.68,
upon completion of the Global Offering, it is expected that 21,738,200 Shares, representing 10.53% of the total
issued Shares of our Company upon the completion of the Global Offering, with an expected market value at the
time of listing of approximately HK$493.0 million, will be held by the public and not subject to any disposal
restrictions (whether under contract, the Listing Rules, applicable laws or otherwise) at the time of the listing.
Accordingly, the Company will satisfy the free float requirement under Rule 8.08A of the Listing Rules.
Use of Proceeds from the Pre-IPO Investments
The proceeds from the Pre-IPO Investments have been fully utilized for, among others, the development and
operation of our business, including but not limited to recruitment, new business development, technology
development and administrative and marketing expenses.
Special Rights of the Pre-IPO Investors
Our Company, Pre-IPO Investors and other Shareholders are currently subject to the terms and provisions of
our currently effective memorandum and articles of association and certain agreements among our Shareholders
(collectively, the “Pre-IPO Investments Documents”), including, among others, the seventh amended and restated
shareholders’ agreement dated as of December 19, 2019 entered into among our Company and Shareholders (the
“Shareholders’ Agreement”), the seventh amended and restated memorandum of association dated as of
December 19, 2019 (the “Memorandum of Association”), the waiver letter dated as of December 18, 2022, and
the share repurchase agreement dated as of January 20, 2025 among our Company and series D Pre-IPO
Investors (the “Share Repurchase Agreement”).
Pursuant to the Pre-IPO Investments Documents, the Pre-IPO Investors and holders of our Ordinary Shares
were granted certain special rights in relation to our Company, including, among others, (a) board nomination
right, board observer right and certain other corporate governance rights, (b) veto rights granted to relevant
directors and shareholders, (c) information and inspection rights, (d) right of first refusal, (e) drag-along right,
(f) right of co-sale, (g) redemption right of our Company (the “Redemption Right”), (h) right of participation,
(i) share transfer restrictions, (j) liquidation preferences, (k) conversion rights, (l) registration rights, and
(m) super voting power of the directors nominated by holders of majority ordinary.
– 125 –


--- page 135 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
In anticipation of the Listing, all of our existing Shareholders entered into a waiver and confirmation
agreement with our Company dated December 19, 2024, pursuant to which, among others, (1) each of the
Pre-IPO Investors irrevocably and unconditionally agrees that the Redemption Right and any other divestment
rights granted to the Pre-IPO Investors shall be suspended from December 19, 2024 and shall only be exercisable
if the Listing does not take place, and (2) all the special rights under the Pre-IPO Investments Documents
(including the Redemption Right and any other divestment rights granted to the Pre-IPO Investors) will terminate
immediately prior to the Listing.
Information Regarding the Pre-IPO Investors
The following sets forth information of the existing Pre-IPO investors.
IDG China Media Fund II L.P., IDG China Capital Fund III L.P. and IDG China Capital III Investors L.P.
IDG China Media Fund II L.P. is established in the United States and is a venture capital fund principally
engaged in equity investments in early-stage companies in media sectors in the PRC. The general partner of IDG
China Media Fund II L.P. is IDG China Media Fund Associates II L.P., whose general partner is IDG China
Media Fund GP Associates Ltd.. IDG China Media Fund GP Associates Ltd. is ultimately controlled by Chi Sing
Ho and Hugo Shong, both of whom are independent third parties without taking into consideration of their equity
interests in our Company. The limited partners of IDG China Media Fund II L.P. are independent third parties.
Each of the limited partners ultimately holding 30% or more of the partnership interest in IDG China Media Fund
II L.P. is an independent third party.
IDG China Capital Fund III L.P. and IDG China Capital III Investors L.P., both Cayman exempted limited
partnership, are venture capital funds with a primary purpose of making equity investments, mainly in expansion
stage companies in China, focusing on companies in the information, technology, media, healthcare, energy,
clean technology and non-technology consumer businesses and services related industries, including, but not
limited to, companies engaged in software, Internet, telecom, media and managed healthcare business. The
general partner of IDG China Capital Fund III L.P. is IDG China Capital Fund III Associates L.P., whose general
partner is IDG China Capital Fund GP III Associates Ltd. The general partner of IDG China Capital III Investors
L.P. is IDG China Capital Fund GP III Associates Ltd. IDG China Capital Fund GP III Associates Ltd. is
ultimately controlled by Chi Sing Ho and Quan Zhou, both of whom are independent third parties without taking
into consideration of their equity interests in our Company. The limited partners of IDG China Capital Fund III
L.P. and IDG China Capital III Investors L.P. are independent third parties. There is no limited partner ultimately
holding 30% or more of the partnership interest in IDG China Capital Fund III L.P. Each of the limited partners
ultimately holding 30% or more of the partnership interest in IDG China Capital III Investors L.P. is an
independent third party.
Sunshine Life Insurance Corporation Limited (
ʮ̡)
Sunshine Life Insurance Corporation Limited is a joint stock company established in the PRC and is
controlled by Sunshine Insurance Group Company Limited, which is an insurance group in the PRC that provides
comprehensive solutions focusing on professional risk protection and diverse service offerings to customers and
a company listed on the main board of the Stock Exchange (stock code: 6963). ZHAO Yuping, our non-executive
Director, is the general manager assistant and an employee of such investor. Sunshine Life Insurance Corporation
Limited is an independent third party without taking into consideration of its equity interests in our Company.
The affiliates of Sunshine Life Insurance Corporation Limited are the customers of our Company.
DT Global Consumer Investment Company Limited
DT Global Consumer Investment Company Limited is a company incorporated under the laws of Hong
Kong and is owned by Shanghai DT Yimin Consumer Industries Equity Investment Fund Center (L.P.) (
ɪऎᅃΝ
ʕː(Υྫ)). It is principally engaged in equity investment, industrial investment,
investment management, and investment consulting. Shanghai DT Yimin Consumer Industries Equity Investment
Fund Center (L.P.) (
ʕː(Υྫ)) is ultimately controlled by WANG Li
and ZHANG Xiaoyi, both of whom are independent third parties.
– 126 –


--- page 136 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
TDH Venture Capital Investment Limited
TDH Venture Capital Investment Limited is a company incorporated under the laws of British Virgin
Islands, and is an investment holding company ultimately controlled by ZHAO Hui, an independent third party.
Its principal business is providing advising services to private equity investment funds for their investment.
Genesis Premium Holdings Limited
Genesis Premium Holdings Limited is an exempted company incorporated under the laws of Cayman
Islands. It is controlled by an investment fund, Yuantai Investment Partners Evergreen Fund L.P., which is
ultimately controlled by SHAO Yang Dong, an independent third party.
Grand Path Ventures Limited
Grand Path Ventures Limited is a company incorporated under the laws of British Virgin Islands and is
ultimately controlled by WU Bin, our non-executive Director. WU Bin is an individual investor with extensive
experience in investing in companies in Technology, Media, Telecom industry.
CE FINTECH I LIMITED PARTNERSHIP
CE FINTECH I LIMITED PARTNERSHIP is established in Cayman Islands and is principally engaged in
making direct and indirect venture capital and private equity investment globally. The general partner of CE
FINTECH I LIMITED PARTNERSHIP is CE Fintech Ltd., whose ultimate general partner is Che Yong, an
independent third party. The limited partners of CE FINTECH I LIMITED PARTNERSHIP are independent
third parties. There is no limited partner ultimately holding 30% or more of the partnership interest in CE
FINTECH I LIMITED PARTNERSHIP.
Chinese Rose Investment Limited
Chinese Rose Investment Limited is a company incorporated under the laws of British Virgin Islands and is
principally engaged in investing in high-growth companies in various industries. It is controlled by Tencent
Holdings Limited (
ʮ̡) (a company listed on the Stock Exchange, stock code: 0700), an
independent third party. Tencent and its subsidiaries are principally engaged in the provision of communications,
social networks, digital content, games, marketing services, fintech and business services primarily in the PRC.
Compliance with the Listing Guide
On the basis that (i) the consideration for the Pre-IPO Investments was irrevocably settled more than
28 clear days before the date of our first submission of the listing application form to the Listing Division of the
Stock Exchange in relation to the Listing and (ii) all special rights granted to the Pre-IPO Investors shall cease to
be effective and be discontinued upon or before the Listing, the Joint Sponsors confirm that the Pre-IPO
Investments are in compliance with Chapter 4.2 of the Listing Guide.
SHARE INCENTIVE SCHEME
In recognition of the contributions of and to provide incentive to our Directors, senior management and
employees, we have adopted the Pre-IPO Share Option Scheme in 2015 and as amended and restated in 2017,
pursuant to which, our Directors, employees and consultants were eligible for share awards for their
contributions to our Group. The maximum number of Shares that may be issued under the Pre-IPO Share Option
Scheme was 280,898,002 Shares (or 28,089,854 Shares after the Share Consolidation), all of which are unissued
as of the date of this prospectus.
As of the Latest Practicable Date, options entitled to 280,898,002 Shares (or 28,089,854 Shares after the
Share Consolidation) were granted and outstanding. See “Appendix IV—Statutory and General Information—D.
Share Incentive Scheme—1. Pre-IPO Share Option Scheme” for details of the terms and conditions of such
scheme.
– 127 –


--- page 137 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
CORPORATE STRUCTURE
The following chart sets forth our corporate structure immediately prior to the completion of the Global Offering:
Our Company
(Cayman Islands)
QingSong Hong Kong Limited
(Hong Kong)
Angus Moore Wealth Management Limited
(Hong Kong)
Singapore Wellbright Pte. Ltd.
(Singapore)
Qingsong Baikang (WFOE)
Tianjin Gelinkaite (WFOE) Qingsong Ningkang Qingsong Health
Qingsong Yikang (WFOE)
QingSongBao Qingsongchou Network
100%
100%

100%
100%
100%
100%
100%
100%
100%
100%
Offshore
Onshore
100.00% 100.00%
Icy Arrow
Limited(2)(3)
Clematis Holding
Limited(1)
Voting Proxy Arrangement
Voting Proxy Arrangement
Wang Jinglu(2)(3)
99.00% 1.00% 100.00%
DT Global
Consumer
Investment
Company
Limited(5)(11)
Ricedonate
Network
Technology
Limited(7)
Universal
Light
Limited(2)(8)
TDH Venture
Capital
Investment
Limited(4)(5)
CE FINTECH I
LIMITED
PARTNERSHIP(5)
Chinese Rose
Investment
Limited(5)
Grand Path
Ventures
Limited(2)(4)(5)
Genesis
Premium
Holdings
Limited(5)
Under Light
Holding
Limited(6)
WIND
ENTERPRISE
LIMITED(2)(9)
IDG China
Media Fund II
L.P.(5)
QingSongChou
Holdings
Corporation(1)
QSC ESO
Limited(2)(3)
23.93% 2.40% 5.07% 3.82% 3.73% 12.89% 10.56% 8.57% 7.11% 5.28% 5.07% 1.57% 0.91% 0.51%
Vlove Holdings
Limited(1)
Ms. Yang
Grand Path
Ventures
Limited(4)(5)
3.74%
IDG China
Capital
Fund III L.P.(5)
IDG China
Capital III
Investors L.P.(5)
4.46% 0.40%
(1) QingSongChou Holdings Corporation is a holding company owned as to 1% by Clematis Holding Limited, which is wholly-owned by Ms. Yang, and 99% by Vlo ve Holdings Limited, a nominee company
wholly-controlled by Ms. Yang through her family trust, Vlove Holdings Trust.
(2) Ms. Yang, as the proxyholder, has controlled the voting rights of such Shares of our Company through the Voting Proxy Arrangements with the shareho lders of QSC ESO Limited and with Grand Path Ventures
Limited, WIND ENTERPRISE LIMITED and Universal Light Limited, as the Proxy Investors. See “Relationship with Our Controlling Shareholders” for det ails of the Voting Proxy Arrangements.
– 128 –


--- page 138 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
(3) QSC ESO Limited is a holding company, which is owned as to 96.0% by Icy Arrow Limited, a company wholly-owned by XU Zhou, and 4.0% by WANG Jinglu, both o f whom are independent third parties.
Each of Icy Arrow Limited and WANG Jinglu has granted a proxy with respect to the voting rights attached to all the shares they held in QSC ESO Limited to Ms . Yang. See “Relationship with Our Controlling
Shareholders” for details of the voting proxy arrangements.
(4) As of the Latest Practicable Date, Grand Path Ventures Limited holds an aggregate of 134,270,418 Shares (or 13,427,042 Shares after the Share Cons olidation), among which, voting rights of 67,070,900 Shares
(or 6,707,090 Shares after the Share Consolidation) was proxied to Ms. Yang through the Voting Proxy Arrangement and voting rights of the remaining 67 ,199,518 (or 6,719,952 Shares after the Share
Consolidation) were controlled by itself.
Pursuant to certain powers of attorney dated September 1, 2020 and as amended on May 16, 2025, TDH Venture Capital Investment Limited has appointed WU B in, our non-executive Director and ultimate
controller of Grand Path Ventures Limited, and WEI Haoliang (ڥan independent third party, as its attorney-in-fact to exercise the voting rights of our 36,403,838 and 91,383,978 Shares (or 3,640,384 and
9,138,398 Shares after the Share Consolidation) held by TDH Venture Capital Investment Limited since the date of such deed and until six month after th e Listing or as otherwise terminated by TDH Venture
Capital Investment Limited.
The ultimate controller of TDH Venture Capital Investment Limited is ZHAO Hui, who became acquainted to WU Bin through introduction by business partn ers. Given that TDH’s investment in our Company
was introduced by WU Bin and that WU Bin is a co-founder of Daocin Capital, a reputable venture capital fund and experienced in investing in and managing TMT companies, TDH Venture Capital Investment
Limited entered into a voting proxy agreement with WU Bin. In May 2025, in light of the Listing and for commercial reasons, TDH Venture Capital Investme nt Limited re-arranged the management of its
investment in our Company and has amended the voting proxy regarding the Shares held by it as disclosed above. WEI Haoliang and ZHAO Hui were acquainted with each other in an investment project. Mr. Wei
is an experienced investor and entrepreneur with profound knowledge in the operation of TMT company. Confident in the experience of Mr. Wei, TDH Ventu re Capital Investment Limited entrusted Mr. Wei to
manage part of its investment in our Company. Mr. Wei is an independent third party. Save as above, to the best knowledge of our Directors, there are no ot her past or present relationships or dealings (including,
without limitation, business, employment, family, trust, financing, shareholding, fund flow or otherwise) between Mr. WU Bin, WEI Haoliang and TDH Venture Capital Investment Limited, including their
substantial shareholders, directors, supervisors or senior management, or any of their respective associates.
(5) See “—Pre-IPO Investments” for details.
(6) Under Light Holding Limited is wholly-owned by LIU Wei, an independent third party. Under Light Holding Limited is a company incorporated in the BV I with limited liability on August 25, 2020. It is an
investment holding company and does not have any business operation and has become our Shareholder since October 2020. To the best knowledge of our Dir ectors, there are no other past or present relationships
or dealings (including, without limitation, business, employment, family, trust, financing, shareholding, fund flow or otherwise) between Under Light Holding Limited and our Group, including their substantial
shareholders, directors, supervisors or senior management, or any of their respective associates. Liu Wei became acquainted with the Group through introduction by business partners and decided to acquire the
Ordinary Shares as she was optimistic about the Company’s prospective growth within the healthcare industry and recognized the potential opportuni ty to engage with high-growth sectors in healthcare.
(7) Ricedonate Network Technology Limited is wholly-owned by QIU Chen, an independent third party.
(8) Universal Light Limited is wholly-owned by YU Liang, director of certain subsidiaries of our Company.
(9) WIND ENTERPRISE LIMITED is wholly-owned by Ms. Leman KAYA, an independent third party.
(10) Pursuant to a power of attorney dated May 9, 2025, Sunshine Life Insurance Corporation Limited has appointed ZHAO Yuping, our non-executive Dire ctor and the general manager assistance and an employee of
Sunshine Life Insurance Corporation Limited, as its attorney-in-fact to exercise the voting rights of 94,975,618 Shares (or 9,497,562 Shares after the Share Consolidation) held by Sunshine Life Insurance
Corporation Limited since the date of such deed and until six months after the Listing or as otherwise terminated by Sunshine Life Insurance Corporati on Limited. See “—Pre-IPO Investment” and “Directors and
Senior Management” for details of Sunshine Life Insurance Corporation Limited and ZHAO Yuping. The proxy was entered into for commercial reasons in l ight of the Listing. Save as above, to the best
knowledge of our Directors, there are no other past or present relationships or dealings (including, without limitation, business, employment, fam ily, trust, financing, shareholding, fund flow or otherwise) between
ZHAO Yuping and Sunshine Life Insurance Corporation Limited, including their substantial shareholders, directors, supervisors or senior managem ent, or any of their respective associates.
– 129 –


--- page 139 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
(11) Pursuant to a power of attorney dated April 24, 2025, DT Global Consumer Investment Company Limited has appointed ZHENG Kaihuan, our non-executi ve Director and a partner of Detong (Shanghai) Private
Equity Fund Management Co., Ltd., an affiliate of DT Global Consumer Investment Company Limited, as its attorney-in-fact to exercise the voting righ ts of 62,750,159 Shares (or 6,275,016 Shares after the Share
Consolidation) held by DT Global Consumer Investment Company Limited since the date of such deed and until six months after the Listing or as otherwise terminated by DT Global Consumer Investment
Company Limited. See “—Pre-IPO Investment” and “Directors and Senior Management” for details of DT Global Consumer Investment Company Limited and Z HENG Kaihuan. The proxy was entered into for
commercial reasons in light of the Listing. Save as above, to the best knowledge of our Directors, there are no other past or present relationships or de alings (including, without limitation, business, employment,
family, trust, financing, shareholding, fund flow or otherwise) between ZHENG Kaihuan and DT Global Consumer Investment Company Limited, includin g their substantial shareholders, directors, supervisors or
senior management, or any of their respective associates.
– 130 –


--- page 140 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
The following chart sets forth our corporate structure immediately after the completion of the Global Offering, assuming no exercise of the Over-all otment Option and
without taking into account any Shares which may be issued under the Pre-IPO Share Option Scheme:
Our Company
(Cayman Islands)
QingSong Hong Kong Limited
(Hong Kong)
Angus Moore Wealth Management Limited
(Hong Kong)
Singapore Wellbright Pte. Ltd.
(Singapore)
Qingsong Baikang(WFOE)
Tianjin Gelinkaite (WFOE) Qingsong Ningkang Qingsong Health
Qingsong Yikang(WFOE)
QingSongBao Qingsongchou Network
100%
100%

100%
100%
100%
100%
100%
100%
100%
100%
Offshore
Onshore
100.00% 100.00%
Icy Arrow
Limited(2)(3)
Clematis Holding
Limited(1)
Voting Proxy Arrangement
Voting Proxy Arrangement
Wang Jinglu(2)(3)
99.00% 1.00% 100.00%
QingSongChou
Holdings
Corporation(1)
20.85%
QSC ESO
Limited(2)(3)
2.09%
WIND
ENTERPRISE
LIMITED(2)(9)
4.42%
Universal
Light
Limited(2)(8)
3.33%
Grand Path
Ventures
Limited(2)(4)(5)
3.25%
IDG China
Media Fund II
L.P.(5)
Grand Path
Ventures
Limited(4)(5)
3.26% 3.88% 0.34% 9.20% 7.47% 6.19% 4.60% 4.42% 1.37% 0.79% 0.44%
Public
Shareholders
12.86%
Vlove Holdings
Limited(1)
Ms. Yang
11.23%
DT Global
Consumer
Investment
Company
Limited(5)(11)
TDH Venture
Capital
Investment
Limited(4)(5)
Genesis
Premium
Holdings
Limited(5)
Under Light
Holding
Limited(6)
IDG China
Capital
Fund III L.P.(5)
CE FINTECH I
LIMITED
PARTNERSHIP(5)
Chinese Rose
Investment
Limited(5)
Ricedonate
Network
Technology
Limited(7)
IDG China
Capital III
Investors L.P.(5) (5)(10)
(1)-(11) See notes to the corporate structure on pages 126 to 128.
– 131 –


--- page 141 ---
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
SAFE REGISTRATION
Pursuant to the Circular on Issues concerning the Foreign Exchange Administration of the Overseas
Investment and Financing and the Round-Tripping Investment Made by Domestic Residents through Special-
Purpose Companies (
ٝSAFE
Circular 37”) promulgated by SAFE and which became effective on July 4, 2014, (1) a PRC resident must
register with the local SAFE branch before he or she contributes assets or equity interests to an overseas special
purpose vehicle (the “Overseas SPV”) that is directly established or indirectly controlled by the PRC resident for
the purpose of conducting investment or financing, and (2) following the initial registration, the PRC resident is
also required to register with the local SAFE branch for any major change in respect of the Overseas SPV,
including, among other things, a change of Overseas SPV’s PRC resident shareholder(s), the name of the
Overseas SPV, terms of operation, or any increase or reduction of the Overseas SPV’s capital, share transfer or
swap, and merger or division. Pursuant to SAFE Circular 37, failure to comply with these registration procedures
may result in penalties. Pursuant to the SAFE Circular on Further Simplification and Improvement in Foreign
Exchange Administration Policies on Direct Investment (
ટҳ༟̮ි၍ଣ
ٝSAFE Circular 13”), which was promulgated by SAFE on February 13, 2015 and amended on
December 30, 2019, the power to accept SAFE registration was delegated from local SAFE branch to local banks
where the assets or interest in the domestic entity are located.
As advised by our PRC Legal Advisor, Ms. Yang, the ultimate individual Shareholder of our Company has
completed the required initial foreign exchange registration under SAFE Circular 13 and SAFE Circular 37 as of
the Latest Practicable Date.
M&A RULES AND CSRC FILINGS
On August 8, 2006, six PRC regulatory agencies, including MOFCOM, SASAC, SAT, SAIC, CSRC and
SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors
(
֛the “M&A Rules”), which became effective on September 8, 2006, and
was amended on June 22, 2009. Pursuant to the M&A Rules, MOFCOM approval is required where a domestic
company or enterprise, or a domestic natural person, through an overseas company established or controlled by
it, acquires a domestic company which is related to or connected with it.
As advised by our PRC Legal Advisor, MOFCOM approvals under the abovementioned provisions of M&A
Rules were not required in respect of the onshore reorganization of the Reorganization. However, there is
uncertainty as to how the M&A Rules will be interpreted or implemented and we cannot assure you that relevant
PRC governmental authorities, including MOFCOM, would reach the same conclusion as our PRC Legal
Advisor.
We have submitted the filing with the CSRC on January 28, 2025 and received the notice of filing on
October 14, 2025. See “Regulations—M&A Regulations and Overseas Listings.
– 132 –


--- page 142 ---
BUSINESS
OVERVIEW
We provide digital integrated healthcare and health insurance solutions in China. We ranked 10th in China’s
digital integrated healthcare and health insurance services market in terms of revenue in 2024, according to the
F&S Report. Specifically, we ranked seventh in China’s digital healthcare services market in terms of revenue in
2024, according to the same source. We strive to build protection and support for people in need with a suite of
accessible, targetable and affordable healthcare solutions.
We serve our users seeking holistic healthcare solutions with Healthcare-related Services , ranging from
early disease screening related promotion and consultancy, health examination and consultation, medical
appointment services to health supplement sales. Our users are all individuals and can access our services
through our Weixin official accounts, mini Programs, WeCom accounts and website. As a major component of
our offerings, we also empower industry participants to curate quality contents for market education and promote
public initiatives on healthcare in the form of digital marketing, and ultimately, empower the key participants
along the industry value chain, including medical institutions, practitioners and researchers. In 2022, 2023, 2024
and the six months ended June 30, 2024 and 2025, we derived revenue from our Healthcare-related Services of
RMB59.8 million, RMB155.4 million, RMB616.9 million, RMB203.5 million and RMB503.3 million,
respectively, accounting for 15.2%, 31.7%, 65.3%, 57.3% and 76.7% of our total revenue in the same
year/period, respectively. Specifically, we began to offer digital marketing (market education services) in
October 2023 and, as a result of surging customer demand for digital marketing services, driven by the shift of
the marketing expenditures by pharmaceutical companies to online channels, our digital marketing (market
education services) grew quickly to generate a revenue of RMB443.8 million in the six months ended June 30,
2025, accounting for 67.7% of our total revenue in the same period. We undertook a strategic pivot during the
Track Record Period to expand our services which initially focused on operating an online insurance
marketplace, solely addressing our users’ funding needs for their healthcare issues, to an array of healthcare-
related services, which tackle healthcare issues from a multi-dimensional perspective, directly or derivatively
through serving our corporate customers in the healthcare industry. See “Business—Our Strategic Pivot” for
details.
To finance our users’ healthcare spending and address their protection needs, we also provide users with
convenient access to a wide array of health insurance products through Insurance-related Services , our online
insurance marketplace. As of June 30, 2025, a total of 294 insurance products from 58 insurer partners had been
offered on our marketplace. We have jointly developed most of these products with our insurer partners,
leveraging our insights. As of December 31, 2022 and 2023, all of our insurance products were jointly developed.
As of December 31, 2024 and June 30, 2025, 259 and 284 insurance products were jointly developed, and seven
and ten were independently developed by our insurer partners, respectively, with the increase in the number of
insurance products primarily driven by our enhanced efforts to expand product portfolio. For our jointly
developed insurance products, we charge a rate primarily ranging from 8% to 35%, and for the independently
developed insurance products by our partners, we charge a rate primarily ranging from 20% to 35%. Our close
connection with insurer partners enables us to provide insurance purchasers with a worry-free experience, from
insurance purchase to maintenance services, from after-sales care to claims processing. The ensemble of the
healthcare services and insurance funding resources takes care of our users’ holistic well-being needs. In 2022,
2023, 2024 and the six months ended June 30, 2024 and 2025, we derived revenue from our Insurance-related
Services of RMB321.0 million, RMB326.7 million, RMB321.5 million, RMB147.6 million and RMB150.1
million, respectively, accounting for 81.5%, 66.7%, 34.0%, 41.6% and 22.9% of our total revenue in the same
periods, respectively.
We have built a brand synonymous with trust and credibility and cultivated a highly engaged, health
conscious user base, which represents a prospective target group of individuals with heightened awareness and
interest in our healthcare solutions. In 2024 and the six months ended June 30, 2025, the number of insurance
policyholders converted from our active users was 0.3 million and 0.2 million, with a purchase conversion rate of
0.5% and 0.67%, respectively. As of June 30, 2025, we had a cumulative follower base of approximately
59.7 million acquired through our Weixin official accounts, mini programs and WeCom accounts.
Technology is the backbone of our platform. We have developed AIcare, our proprietary AI technology
stack, which is scalable, deeply integrated and purpose-built. We apply proprietary big data and AI technologies
not only to our daily operations, which increases user acquisition and engagement and facilitates targeted sales
activities, but also to our services to insurer partners, which facilitates claims processing and dynamic risk
– 133 –


--- page 143 ---
BUSINESS
assessment of users and transactions. As of June 30, 2025, we had registered 58 invention patents and 39
copyrighted software in relation to our technology capabilities. We had completed filing for six algorithms with
the CAC as of June 30, 2025.
As of December 31, 2022, 2023 and 2024 and June 30, 2024 and 2025, the number of our registered users was
154.6 million, 163.8 million, 168.1 million, 166.7 million and 168.4 million, respectively. For our healthcare and
insurance services, unregistered users can browse relevant service offerings and published content on our Weixin
official accounts, mini Programs, WeCom accounts and websites. However, to purchase insurance or healthcare
products or to enjoy membership benefits, users are required to register and log in to their account. Among
registered users, we define active users for a given year as those who log in or perform actions such as browsing or
completing transactions within that year. In 2022, 2023, 2024, and the six months ended June 30, 2024 and 2025,
the number of our active users was 70.5 million, 69.1 million, 65.1 million, 30.9 million and
22.7 million, respectively. The number of our active users slightly decreased during the Track Record Period,
primarily due to a diversion of user traffic among various mainstream social platforms, as a result of which our user
traffic generated through Weixin and its ecosystem (i.e., Weixin official accounts, mini Programs, and WeCom
accounts), which are our main source for user traffic, decreased amid a more fragmented digital landscape that
competes for users. Meanwhile, the decrease in the number of our active users was also a result of our strategic
divestment of the online illness fundraising platform, which had previously attracted a large number of users. In
2022, 2023, 2024 and the six months ended June 30, 2025, the total annualized premium of insurance products sold
by us was RMB1.3 billion, RMB1.2 billion, RMB1.0 billion and RMB0.5 billion, respectively. In 2022, 2023, 2024
and the six months ended June 30, 2024 and 2025, we generated revenue of RMB393.6 million, RMB490.0 million,
RMB945.0 million, RMB355.2 million and RMB656.1 million, respectively. Our adjusted net profit (non-IFRS
measure) was RMB149.2 million, RMB146.6 million, RMB84.4 million, RMB46.0 million and RMB51.2 million
in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. See “Financial
Information—Non-IFRS Measure.”
OUR STRATEGIC PIVOT
We undertook a strategic pivot to expand our services which initially focused on operating an online
insurance marketplace, solely addressing our users’ funding needs for their healthcare issues, to an array of
healthcare-related services, which tackle healthcare issues from a multi-dimensional perspective, directly or
derivatively through serving our corporate customers in the broader healthcare industry. We believe the launch of
various Healthcare-related Services is synergistic with our Insurance-related Services through cross-selling and
up-selling opportunities to capture their lifetime value.
We launched our Insurance-related Services by selling our first insurance policy online in December 2016,
and since then, have gradually built a brand associated with trust and credibility with the insurance products we
offer, and have cultivated a highly engaged, health conscious user base, which represents a prospective target
group of individuals with heightened awareness and interest in a wider range of non-insurance healthcare
solutions. Specifically, our users for insurance products are mostly young and tech-savvy, who are relatively
more accustomed to understanding and purchasing insurance policies through online channels, and as they
progress through predictable lifecycle events, such as getting married and having children, their accumulated
assets and growing responsibilities also naturally translate into higher spending on other non-insurance
healthcare solutions.
Against this backdrop of commercial opportunities, we sequentially launched various non-insurance
services grouped under our Healthcare-related Services to monetize our then established user base during the
Track Record Period. As of December 31, 2022, we had 154.6 million registered users, and in 2022, we had 70.5
million active users. Our revenue generated from such non-insurance business only accounted for 15.2% of our
total revenue in 2022 and grew quickly to 31.7% in 2023, alongside our efforts to scale our non-insurance
business. Specifically, we launched integrated health service packages with various self-operated and outsourced
services in 2017, promotion and consultancy to support early disease screening in 2022, digital marketing
through healthcare-related educational articles and videos in 2023, and digital medical research assistance in
2024. As we expanded into these services, we began to collaborate with a wider range of institutional partners in
addition to insurance companies, such as pharmaceutical companies, medical institutions, and charity
foundations. These institutional partners value our health conscious user base established through health-related
insurance transactions and our ability to conveniently tap into their willingness to spend on broader non-
insurance healthcare solutions. Notably, leveraging our established user base which already had higher awareness
– 134 –


--- page 144 ---
BUSINESS
for health issues through insurance transactions and other healthcare-related services we had launched prior, we
devised our digital marketing (market education services) with professionally-curated educational content for
pharmaceutical companies to support the marketing initiatives undertaken by pharmaceutical companies. As a
result of surging customer demand for digital marketing services, driven by the shift of the marketing
expenditures by pharmaceutical companies to online channels, our digital marketing (market education services)
grew quickly to generate a revenue of RMB443.8 million in the six months ended June 30, 2025, accounting for
67.7% of our total revenue in the same period.
The launch of our Healthcare-related Services has also proven to benefit our Insurance-related Services .
Approximately 29.5% of our insurance policyholders in 2024 were customers of Healthcare-related Services
prior to their insurance purchases. Additionally, our overall business model has become more resilient and
sustainable, as a result, because we have reduced the exposure to the evolving regulatory or cyclical industry risk
in one single sector (i.e., previously the insurance industry) or the heightened commercial risk with one type of
institutional partners (i.e., previously insurance companies). Through a broader offering of healthcare-related
services, we have established relationships with more participants along the healthcare value chain, which in turn
makes us a more attractive business partner to them. More importantly, this strategic pivot will allow us to
capture the substantial upside in the high-growth segment in digital healthcare, which has a higher market
potential and growth rate, compared to the digital health insurance market, according to the F&S Report.
Specifically, the overall digital healthcare service market is expected to grow from RMB221.5 billion in 2024 to
RMB706.8 billion in 2029, at a CAGR of 26.1%, as compared to the digital insurance market, which is expected
to grow from RMB15.0 billion in 2024 to RMB41.7 billion in 2029 at a CAGR of 22.7%, according to the same
source. We believe we have the capability to seize this growth opportunity in the broader digital healthcare
service market, leveraging, in part, our robust technology substrate and our established relationship with various
participants along the industry value chain, which are the two major entry barriers for China’s digital healthcare
service market.
OUR ECOSYSTEM
We have cultivated an ecosystem to provide healthcare services and related financial resources in China.
The following diagram is an illustration of our ecosystem.
Services Funding
Business
Scenario
Models
LLM
I-Data
Cloud
Early Disease
Screening
Related
Promotion and
Consultancy
Integrated
Healthcare
Service
Packages
Digital
Marketing
(Market
Education)
Insurance
Companies
Pharma-
ceutical
Companies
Charity
Foundations
……
Healthcare-related Services
Insurance-related Services
Individual
Users
– 135 –


--- page 145 ---
BUSINESS
We differentiate ourselves through seamless service integration, product innovation, and advanced AI
capabilities. By leveraging deep user insights, we co-develop customized insurance and healthcare products,
addressing niche needs such as coverage for pre-existing conditions and advanced treatments for rare diseases.
Our collaboration with over 54,000 medical professionals as of June 30, 2025 ensures credible, evidence-based
health content, strengthening trust and engagement. At the core of our offerings is proprietary AI technology,
which enhances personalized user experiences, automates business processes, prevents fraud, and optimizes
insurance and health service offerings. This intelligent ecosystem enables efficient operations, targeted
marketing, and continuous service innovation.
Our ecosystem places users’ holistic well-being at the core, providing digital healthcare services and
tailored financial resources. Our users have access to a wide array of quality and affordable healthcare services
and protection provided by a wide range of healthcare providers and insurer partners. We identify users’ needs
for healthcare services and financial resources and match users with suitable healthcare and insurance products.
Our users, at the time of their first adoption of our products and services, are primarily at a younger age, and as
they progress through predictable lifecycle events, such as getting married and having children, the accumulated
assets and growing responsibilities also naturally translate into higher spending on healthcare solutions, including
financial protection. This natural progression represents significant up-selling and cross-selling opportunities to
capture their lifetime value. We have benefited from the expansion in the adoption by our existing users of our
services over time. Specifically, approximately 29.5% of our insurance policyholders in 2024 were customers of
Healthcare-related Services prior to their insurance purchases. We continue to operate both pillars of our
solutions, i.e., Insurance-related Services and Healthcare-related Services . In particular, we are actively
expanding our digital marketing (market education services) and digital medical research assistance services,
which we believe can drive user growth and create cross-selling opportunities, in part, by raising the public
health awareness which will benefit our entire offerings of services.
Our ecosystem provides healthcare services and financial resources:
• We procure funding from various sources in different capacities. Our insurer partners provide our users
directly with critical financial coverage. Our collaborations with pharmaceutical companies and charity
foundations enable us to launch market education and disease-related screening initiatives for our
users.
• Through our Healthcare-related Services , we create a holistic healthcare experience for users with
services from preventive care and early disease screening to integrated health service packages, while,
as a major component of our offerings, raising public health awareness through professionally curated
educational content in the form of digital marketing.
• Through our Insurance-related Services , insurer partners can rapidly identify customer preferences,
market trends and unmet demands to optimize their product designs and refine marketing strategies,
while leveraging rich user interaction data to better assess risks and streamline their underwriting
processes.
• On a broader scale, we leverage our extensive user base and facilitate digital medical research
assistance for pharmaceutical companies and industry participants as part of our Healthcare-related
Services, which enables real-world clinical studies that advance medical knowledge.
This ecosystem is powered by our AIcare technology stack, which matches healthcare resources and funding
solutions according to user needs, creating a virtuous cycle where improved healthcare solutions and enhanced
industry insights lead to better health outcomes for our users.
COMPETITIVE STRENGTHS
We believe that the following competitive strengths contribute to our success and differentiate us from our
competitors.
Trusted Brand with Compelling Value and Growth Potential
We provide digital integrated healthcare and health insurance solutions in China. We ranked 10th in China’s
digital integrated healthcare and health insurance services market in terms of revenue in 2024, according to the
F&S Report. Specifically, we ranked seventh in China’s digital healthcare services market in terms of revenue in
– 136 –


--- page 146 ---
BUSINESS
2024, according to the same source. We have built a trusted and recognizable brand with a proven track record of
bringing compelling value to our users, customers and other business partners. The association of our brand name
with trustworthiness and credibility has been instrumental in driving the sustained growth of our integrated
healthcare platform. The number of active users on our platform was 65.1 million in 2024. The large user base
provides us with great growth potential, and with our diverse service offering catering to a variety of healthcare
and insurance needs, we have achieved robust purchase conversion effect. In 2024 and the six months ended June
30, 2025, the number of insurance policyholders converted from our active users was 0.3 million and 0.2 million,
with a purchase conversion rate of 0.5% and 0.67%, respectively. In 2022, 2023, 2024, and the six months ended
June 30, 2024 and 2025, we delivered 2.0 million, 1.5 million, 1.2 million, 0.6 million and 0.6 million policies of
health insurance contracts, respectively. As of June 30, 2025, Insurance-related Services had served 58 insurer
partners, covering approximately 26.2 million insurance policyholders and approximately 29.2 million insureds
with a gross written premium of RMB5.4 billion.
We have received numerous awards and accolades in recognition of our services and products. For instance,
we have been recognized as the 2022 Cases for Healthy China Innovative Practices (Health Responsibility),
Healthcare Technology Company of the Year in 2023 and Pioneer Company in Healthcare Service Innovation
(Core Competitiveness) in 2024.
Efficient User Acquisition and High User Engagement
Through our expanding online presence on social media and network, we have cultivated a large base of
health-conscious users. As of June 30, 2025, we had a total of 168.4 million registered users on our platform and
a cumulative follower base of approximately 59.7 million acquired through our Weixin official accounts, mini
programs and WeCom accounts. By fostering a tailored and engaging user experience, we have generated
substantial organic traffic in a highly cost-effective manner. We have developed various initiatives to expand our
user base. We provide early disease screening related promotion and consultancy services and launch health
consciousness promotion initiatives, aiming to benefit health-conscious individuals, which have helped us attract
a growing number of interested users. We have also acquired user traffic from our collaboration with a providing
illness fundraising services that tend to be interested in healthcare and insurance service offerings. We market
our health insurance and healthcare services and products on the online illness fundraising platform operated by
Zhongyi Hulian, which helps us direct user traffic to our insurance brokerage and healthcare services. Moreover,
as we focus on, either independently or jointly, developing and offering services that cater to user needs, such as
launching insurance products with additional protection, our healthcare and health insurance services satisfy
holistic users’ well-being needs and enable sustained user growth on our platform.
Our strength also lies in robust user engagement that drive purchase conversion and user retention. Our
users are mostly young and tech-savvy, with approximately 60.4% aged between 20 to 45 years old as of
June 30, 2025. Our users, at the time of their first adoption of our products and services, are primarily at a
younger age, and as they progress through predictable lifecycle events, such as getting married and having
children, the accumulated assets and growing responsibilities also naturally translate into higher spending on
healthcare solutions, including financial protection. This natural progression represents significant up-selling and
cross-selling opportunities to capture their lifetime value. Moreover, as such young users bring us further growth
potential by inviting their family members to purchase our healthcare and insurance services based on their
differentiated needs, the diversity of our insurance portfolio has also contributed to our up-selling capability.
Through our refined user operations, technological empowerment and product advantages, we have been able to
effectively engage these users, enhance user stickiness, and unlock their long-term value. As of June 30, 2025,
approximately 46% of our insurance policyholders bought more than one coverage, and each policyholder on
average held two insurance policies. We have achieved a high level of user engagement, which is evident in an
approximately 92.2% retention rate in the 13th month for our insurance policyholders, calculated by dividing the
number of insurance policy contracts renewed in the 13th month after initial subscription by the number of
insurance policy contracts for which 12 consecutive monthly installments were paid after initial subscription
during the Track Record Period. Furthermore, leveraging our large user base and robust health-focused content
operations, we collaborate with business partners to execute a variety of market education projects and engage
more medical professionals to enrich health-related contents on our platform, driving increased engagement and
product purchases.
Our efficient user acquisition and high user engagement have driven strong network effects on our platform.
Benefiting from our ecosystem and service capabilities, we provide users from different entry points with
– 137 –


--- page 147 ---
BUSINESS
seamless service experience tailored to their healthcare needs. For instance, the insured not only enjoy
comprehensive medical coverage but also have access to a variety of health management programs. Conversely,
users of our early disease screening related promotion and consultancy services can conveniently explore other
healthcare services on our platform based on personalized health advice. Therefore, the growing number of
registered users on our platform leads to an increasing number of transaction volumes, which in turn allows us to
engage more business partners and make available more services and products with greater variety on our
platform. This improves the overall user experience and drives the growth of our user base, forming a self-
perpetuating virtuous cycle.
Diverse Healthcare and Related Protection Services and Products
We have cultivated an ecosystem connecting users with healthcare and the related financial resources. Our
offerings feature a cocktail of healthcare-related services and products, including preventive and remedial
services for healthy and unwell users with critical illness or chronic conditions. In particular, we offer insurance
products with varied payment schedule and coverage scopes for our users with different consumption preferences
and price sensitivity levels.
We continue to innovate our service and product offerings to accommodate the evolving user preferences
and market trends, leveraging our insight into their needs and profiles. For instance, for certain insurance
products developed jointly by us and our insurer partners, we have included in the coverage outpatient targeted
drug use for cancer treatments, and introduced advanced therapies and devices for rare diseases, a coverage that
is rarely seen with other insurance products available on the market, according to the F&S Report. We have also
collaborated with our insurer partners to develop customized insurance products that speak to the demands and
preferences of individuals with certain pre-existing medical conditions. For instance, we launched a health
insurance product jointly with an insurer partner tailored for women with breast diseases. The insurance plan
offers basic coverage option and several upgrade options, providing customized protection and risk-based
pricing. Additionally, we partnered with an insurer partner to upgrade its insurance product, which features,
among others, various levels of coverage for family members, chronic disease medications, online prescriptions,
and dental care. In addition, we were among the first to launch Huiminbao Program (“
ڭin 2020, which
are tailor-made for certain specific cities to supplement the social security schemes administered by the local
governments. As of June 30, 2025, we had launched Huiminbao Program in all cities in Jiangsu province and
tapped into Jiangxi province through Pingxiang city.
Our innovation extends beyond our products to their delivery and integration, enhancing their accessibility
and effectiveness. For instance, we offer early disease screening related promotion and consultancy services
through a concierge approach, making them readily accessible to our users. Additionally, we integrate users’
health data on our platform to create a comprehensive view of their overall well-being in a legally-compliant
manner, enabling us to connect them with the most suitable healthcare resources available. This holistic strategy
not only improves user experience but also optimizes health outcomes.
Aiming to promote equitable access to health-related information for the general public, we, through our
digital marketing (market education services), curate and release professional health-related contents in the form
of articles, short videos and live-streaming sessions. Aligning with government health campaigns and initiatives
to disseminate accurate health information, we collaborate with trusted medical experts, such as licensed
healthcare professionals, medical organizations and public health institutions, to ensure that all information on
our platform is credible and evidence-based. Our market education initiatives are typically funded by
pharmaceutical and healthcare companies, and our large user base provides a wide-reaching audience for such
customers intended market campaigns. As of June 30, 2025, we had collaborated with more than 54,000 medical
professionals in content creation and publication and medical research, and we had jointly produced over
1.1 million health education contents, including primarily more than 888,000 articles and more than 174,000
video contents. The contents on our platform cover a broad range of health-related topics, addressing common
health concerns, such as chronic diseases, mental health and nutrition, as well as certain other selected topics,
such as various types of tumors.
Robust Technology Capabilities throughout Our Business Process
We have developed AIcare, our proprietary AI technology stack, as the backbone of our platform. We apply
proprietary AI and big data technologies to increase user acquisition and engagement, mitigate user frauds,
– 138 –


--- page 148 ---
BUSINESS
conduct targeted sales activities, develop and optimize insurance products and healthcare services, and empower
the operational efficiency and reliability of our platform. As of the Latest Practicable Date, our information
technology research and development staff accounted for approximately 40.2% of our employees. As of June 30,
2025, we had registered 58 invention patents and 39 copyrighted software in relation to our technology
capabilities. We had completed filing for six algorithms with the CAC as of June 30, 2025.
We have developed proprietary AI technologies that combine large language models, computer vision
models, and domain-specific models trained on proprietary data from healthcare, insurance and other sectors.
These AI capabilities are deeply integrated throughout our technology infrastructure, driving intelligent
automation, personalization, and insights across our entire business process.
We have harnessed technologies across various sectors, significantly enhancing our operational efficiencies,
reducing our operational costs, and transforming our marketing strategies. Our i-Galaxy AI marketing platform
utilizes deep learning models to orchestrate hyper-personalized marketing campaigns, generating nearly
12.9 million business leads as of June 30, 2025. Similarly, our i-Centaurus user platform leverages AI to
generate precise health profiles, significantly enhancing medical decision-making and preventive care.
Additionally, we also have various other task-specific modules integral to our technology substrate, including
i-Magellanic medical digitalization platform, i-Phoenix enterprise service platform, and i-Odin content creation
platform. Moreover, in mid-2023, we launched a generative AI tool, Dr. GPT , to create several innovative
applications, covering intelligent consultations, personalized health management, chronic disease monitoring,
and psychological counseling, significantly enhancing the diagnostic and treatment capabilities of medical
professionals. See “—Our Technology and Research and Development—Our Digital Infrastructure— AIcare” for
details.
Visionary and Seasoned Management Team with Strong Shareholder Support
Our success is led by a visionary and seasoned management team that is relentlessly pursuing innovative
solutions to bring greater value to our users and industry participants along the healthcare value chain. Their
foresight and sagacity, in-depth industry experience, extensive managerial and operational experience, and long-
term focus and commitment underpin our current accomplishment and future direction.
Our founder and chairlady, Ms. YANG Yin, is a renowned entrepreneur in China with a profound
commitment to promoting the well-being of every individual and family. Ms. Yang’s dedication and
achievements have been widely recognized by numerous awards. For instance, she was named one of the Top 10
Entrepreneurs Leading Economic Trends by Sina.com in 2018 and the Philanthropist of the Year by China
Philanthropy Times in both 2023 and 2024. Our chief financial officer, Ms. Jing Wang is a seasoned financial
expert with extensive knowledge and experience in finance and capital markets, previously serving as a longtime
partner at Ernst & Young Hua Ming Accounting Firm, where she specialized in serving clients in the banking
and insurance industries. Our other management team members have also demonstrated complimentary skillsets
and proven track record in their areas of expertise, including healthcare, insurance, information technology,
finance, social networks, marketing and business development. In addition to industry expertise, we have
assembled our team with a focus on technology, innovation and risk management.
Under the leadership of our management team, we have developed corporate culture of dedication to social
responsibility, simplicity, transparency, continuous innovation, openness and cooperation. We believe that our
corporate culture is the driving force to attract, retain and motivate top-notch industry talent to continue our
breakthroughs in the industry.
We also have strong support from our marquee shareholders, including IDG China, Sunshine Insurance
Group Company Limited and Tencent, who have extensive experience in operating, managing and growing
companies in the integrated digital healthcare and insurance services industry. These shareholders have been
working closely with our committed management team and provided invaluable guidance for our sustainable
growth. We have benefited from a wealth of expertise and experience in insurance and healthcare services,
financing and investment, and marketing and social network.
GROWTH STRATEGIES
We intend to pursue the following strategies to further grow our business.
– 139 –


--- page 149 ---
BUSINESS
Enrich Service and Product Offerings
We intend to continue to enrich our service and product offerings. Specifically, we plan to stay abreast of
the evolving and increasingly complex needs of our users and jointly develop customized services and products
with our insurer partners and healthcare service providers to serve distinct healthcare-related demands of our
users. For instance, we plan to further expand the coverage for our “ Million-Dollar” medical insurance products
to include more cutting-edge medical treatments to allow the insured to enjoy the latest advancement in the
pharmaceutical industry.
Additionally, we plan to promote and jointly develop more insurance products in collaboration with our
insurer partners to satisfy users’ advanced demands for long-term protection against illnesses and accidents. We
also seek to provide users with more tailor-made financing and treatment solutions, such as medical surgery
insurance products, through collaboration with our insurer partners, pharmaceutical companies and hospitals. At
the same time, we will continue to drive the supply-side reform of our business partners through the “C2M”
model to collect and synthesize information of insurance purchasers, analyze purchaser demands and provide for
our insurer partners to launch insurance products that cater to market demands.
Furthermore, we plan to continue to diversify our current service offerings and expand into adjacent service
and product lines, such as preventive healthcare products, elderly care services and chronic disease management
services, for additional avenues to monetize our user base. We also plan to diversify our digital medical research
assistance service offerings by conducting real-world research in the areas of patient compliance of certain
medication.
Expand User Base, Drive User Engagement, and Increase User Conversion
We intend to continue to drive user engagement, expand our user base, and achieve more effective user
conversion. We will implement effective marketing initiatives, such as early disease screening sessions, online
and offline educational campaigns advocating healthy lifestyle and well-guided insurance protections, to generate
organic traffic. In addition to Weixin, we plan to conduct content marketing campaigns through additional
channels, including major social media platforms, such as RedNote. We plan to continue to collaborate with a
business partner and acquire user traffic from its online illness fundraising platform. We will also refine our
AI-assisted sales strategies to convert user purchases more cost-effectively by forecasting user intent of insurance
purchases based on our machine learning model. We plan to promote our Huiminbao Program nationwide and
tap into the massive subscriber base of the government-mandated social security system.
We further plan to collaborate with more trusted medical experts to produce high-quality, accessible health-
related contents for all audiences to attract interested users. We will also employ AI-powered marketing to
recommend content tailored to specific user needs for effective user engagement.
Strengthen Technology Capabilities
We will continue to advance our proprietary technologies to further differentiate our platform and
strengthen our competitive advantage. We intend to optimize our AI and big data technologies with a focus on
their application in the healthcare and insurance industries. For instance, we will continue to improve our user
profiling capabilities by optimizing algorithms on the increasing amount of feature labels and insights, and based
on refined user profiling, we can effectively generate sales leads and conduct marketing campaigns, which we
believe will further increase purchase conversion, user engagement and customer retention. Building upon our
AIcare, we aim to enhance the application of AI and big data across all our operations. This initiative will
involve continuous improvement of algorithms and models to boost service efficiency, optimize user experience,
and strengthen risk management capabilities. Moreover, we plan to establish and upgrade our technology
platform for LLM training and research, develop new multi-modal models, and EDC system construction.
Furthermore, we plan to dedicate substantial resources to ensure our data handling and storage comply with
regulations and adopt the latest security technologies to safeguard user privacy.
Enhance Brand Awareness
We believe that strengthening the brand name of our platform is crucial to our continued success. We intend
to increase marketing and branding efforts across online and offline channels to further enhance user awareness
– 140 –


--- page 150 ---
BUSINESS
and brand recognition. We will continue to build a brand image that exemplifies trustworthiness and social
responsibility. We aim to amplify our influence by supporting hospitals and local governments with public
interest-related initiatives. Furthermore, we will optimize our quality control measures to assure the quality of
product offerings on our platform.
Selectively Pursue Strategic Alliances, Investments and Acquisitions
We intend to selectively pursue strategic alliances, investments and acquisitions to strengthen our
competitiveness and further our overseas expansion initiative. Specifically, we plan to develop healthcare and
insurance services customized for users in the Greater Bay Area, provide healthcare services in Hong Kong,
Macau and certain overseas regions for mainland China users, and collaborate with insurance companies in Hong
Kong in developing health insurance products. We also plan to expand into Singapore and South Eastern
countries to sell our healthcare services and products. We will evaluate and execute alliance, investment and
acquisition opportunities that complement and scale up our business, optimize our profitability, help us penetrate
adjacent industries in the healthcare industry, and add new capabilities to our platform, such as companies with
AI-driven precision medicine solutions, smart diagnostic systems, or strong user engagement and hospital
partnerships. Our candidates should generate annual revenues of between RMB50 million and RMB500 million
to demonstrate potential for positive cash flow and profitability through resource integration, or possess unique
technological, regulatory, or cross-border business advantages. As advised by the Industry Consultant, as of
December 31, 2024, there were more than ten companies that were qualified for the above criteria. As of the
Latest Practicable Date, we had not identified any specific target for acquisition or investment.
OUR SERVICE OFFERING
We offer corporate and individual customers, as applicable, with Healthcare-related Services ,a sa n
integrated component of our two-pillar solutions. To address our users’ protection needs, we also provide users
with convenient access to a wide array of health insurance products through Insurance-related Services , our
online insurance marketplace, which helps finance their healthcare spending by providing them with broad and
practically beneficial insurance coverage. Moreover, we empower our insurer partners with a variety of technical
services for improved operating efficiency and risk management.
We leverage AI and AIGC technologies to enhance our service capabilities. In early disease screening
related promotion and consultancy services, after we collect the screening results, our AI technologies, such as
Dr. GPT, automatically analyze users’ preliminary screening results, generate screening summaries and
personalized health recommendations and basic information, while our system facilitates automated report
delivery, health consultations and predictive analytics for early disease detection. In digital marketing (market
education services), our AI technologies review the entire article, correct formatting, typos, and grammatical
errors, conduct large-model semantic analysis and automate content calibration, and compare the article with
other sources to avoid plagiarism; for educational videos, computer vision and audio processing technologies
generate subtitles and transcripts, edit redundant segments, and improve the image and voice quality. In digital
medical research assistance services, in the course of the research project, our AI technologies can monitor the
entire project, analyze progress, and predict results. After collecting the results, our AI technologies can analyze
them, recognize images, convert clinical documents such as medical records and lab reports into standardized
terminology, use rule-based engines and models for intelligent data validation, and generate reports. This results
in the generation of visualized forms and research archives, improving the standardization and management
efficiency of scientific research data. In insurance technical services, AI analyzes users’ historical behavior data,
with necessary user consents, to build predictive models to prevent potential risks and identify high-probability
insurance purchasers or claimants to optimize marketing efficiency. It also utilizes natural language processing to
analyze conversations between users and customer service representatives, accurately detecting purchasing intent
and transferring cases to human agents to improve conversion rates.
Healthcare-related Services
Under Healthcare-related Services , we address the comprehensive healthcare needs of our users with
various service offerings. Specifically, we engage with residential communities through our free screening-
related promotion and consultancy services, focusing on preventive care such as tumor risk screening, bone
density tests and traditional Chinese medicine consultations. Building on this foundation of preventive
healthcare, we offer solutions through our integrated health service packages, which include personalized health
– 141 –


--- page 151 ---
BUSINESS
management services, access to medical resources, and membership benefits. As a major component of our
offerings, we curate healthcare-related educational content in the form of digital marketing mainly for
pharmaceutical companies, which, at the same time, serves to raise the public awareness of specific health issues.
To continuously enhance value for our users, we have built partnerships with medical experts and pharmaceutical
companies, enabling us to offer enriched services: medical experts provide educational content and resources
through our platform, while pharmaceutical companies contribute to medical research that advances healthcare
knowledge and solutions. This ecosystem approach, anchored in user needs, creates a virtuous cycle where
increased institutional participation leads to better, more diverse healthcare solutions for our users, driving deeper
user engagement and satisfaction.
The following table is a brief summary of the services we provide under Healthcare-related Services.
Service Description Year of launch Delivery channel
Digital Marketing
(Market Education
Services)
We provide digital marketing (market
education services) mainly for
pharmaceutical companies as a way of
marketing initiatives. We solicit medical
professionals nationwide to create
healthcare-related educational content
delivered through text, video, and live
broadcasts, emphasizing prevention,
treatment, and rehabilitation. All content
undergoes rigorous quality-control review
and is published on designated platforms.
2023 Education contents are
delivered online.
Digital Medical
Research Assistance
We provide research services to
pharmaceutical companies and medical
institutions to facilitate real-world clinical
research, primarily including cross-
sectional research, clinical data collection
and analysis, and assistance in transform
research into academic publications.
2024 Digital medical research
assistance services are
delivered primarily
online. See “—Digital
Medical Research
Assistance” for details.
Integrated Health
Service Packages
Healthcare solution packages that integrate
multiple services including online
consultation services, physical check-up
services, online appointment booking
services, access to health mall platform and
health mall coupons, etc. These packages
are customized for both individual and
corporate customers to provide healthcare
coverage and services through our platform
and network of healthcare providers.
2017 Service packages are
delivered online. For the
delivery channels of
each service within the
packages, see
“—Integrated Health
Service Packages.”
Early Disease Screening
Related Promotion
and Consultancy
Services
In collaboration with various
pharmaceutical, health-related and
insurance companies, non-profit
organizations and charity foundations, we
help organize onsite screening sessions to
residential communities free of charge,
primarily including specific tumor risk
screening, bone density test and traditional
Chinese medicine consultations.
2022 Screening services are
booked online and
conducted offline.
Feedback reports and
follow-up services are
delivered online.
Digital Marketing (Market Education Services)
Our digital marketing (market education services) offer a convenient and affordable solution for digital
marketing, tailored to meet our customers’ needs. We mainly support pharmaceutical companies in promoting
health literacy, enhancing therapy recognition and fulfilling their social responsibility. Throughout the value
– 142 –


--- page 152 ---
BUSINESS
chain, we act as a trusted partner to connect our customers, primarily pharmaceutical companies, with their
targeted user groups through educational articles and videos. Our customers engage us not only for our execution
capabilities and rigorous quality control but also because of our access to a broad and relevant user base and our
extensive media assets in the healthcare domain. By integrating expert content with platform-based distribution,
we help our customers increase therapy awareness and credibility, which indirectly supports product marketing.
Accurate and authoritative health content helps patients better understand diseases and treatment options,
fostering trust in the marketed treatment regimens and improving patient adherence. Moreover, through health
education, our customers fulfill their corporate social responsibility commitments and enhance their public image
of the pharmaceutical companies that provide the treatment regimens, which would differentiate them in
increasingly competitive markets.
Our service delivery follows a structured and efficient workflow. Our business development team first
identifies and approaches potential pharmaceutical customers. Upon confirmation of project needs, we jointly
initiate the project and enter into formal agreements. We then engage qualified medical professionals through our
platform, verifies their credentials based on project specifications, and assigns content creation tasks. With the
support of platform-based tools, those qualified medical professionals produce educational articles or videos,
which are submitted for internal review. After content approval and curation, we complete delivery, distribution,
and payment settlement in accordance with the project terms. The following diagram illustrates the simplified
workflow of our market education services.
– 143 –


--- page 153 ---
BUSINESS
Step 1
Pharmaceutical
Company
approach targeted customer
sign agreement
and initiate certain
project
Step 2
Partnered Medical
expert
select suitable candidates
from its own platform which
medical professionals signed
up directly or through third-
party workforce payment
platforms
outsource health education
materials using the tools
provided by Qingsong
Health and deliver the
materials for quality-control
review
Step 3
Pharmaceutical
Company
deliver the materials subject
to the project requirement
after fully reviewing and
revisions
pay the corresponding service fees
mainly upon reaching a pre-agreed
milestone or the completion of the
project
Step 4
Third-party Channels
Partnered Medical
expertpay through third-party
workforce payment
platforms
Wechat Official Accounts and
Mini Programs
publish articles
and video link
Publish articles and
videos
User
– 144 –


--- page 154 ---
BUSINESS
The contents on our platform cover a broad range of health-related topics, addressing common health
concerns, such as chronic diseases, mental health and nutrition, as well as certain other selected topics, such as
various types of tumors. We regularly invite medical professionals in specific disease areas to deliver
educational contents, conduct surveys, and engage in other market education activities on our platform.
Specifically, for the insured, we publish health-related articles and videos to improve their health
consciousness; and for users of our early screening services, we regularly contact them through WeCom and
share health-related articles. We also collaborate with trusted medical experts to produce short-video and live-
streaming educational materials on specific illnesses and medical knowledge. To ensure the authority and
accuracy of our content, we typically collaborate with medical experts who have extensive clinical experience
and expertise, such as those from top-tier hospitals. We select experts in relevant medical fields and verify
their professional credentials, including identification documents, practice licenses, qualification certificates,
and professional title certificates.
We outsource production of online contents rather than developing the contents ourselves or jointly with
others. We have implemented a review process, including initial assessment, quality assurance, and final
approval at the delivery stage. Our medical editorial team and review process ensure that the content is
scientifically rigorous and easy to understand. During the process, we plan the project and collect, review and
publish relevant articles and videos, while retaining the associated copyrights. Medical experts participate as
writers and content providers, and are granted the right of authorship. Additionally, we have implemented
multiple measures to protect the content from plagiarism, including (1) entering into agreements with medical
professionals that prohibit the copying or distribution of any content without prior authorization; (2) entering into
confidentiality agreements with our employees; and (3) deploying several layers of technical security protections,
including traffic access controls, cloud-based protection against malicious traffic, and page-level access security.
We collaborate with third-party media outlets to amplify the reach and impact of our digital marketing
(market education services). Our platform and other third-party media outlets function as publishing channels.
The third-party media outlets are two Chinese mainstream digital news media. We distribute these outsourced
contents on these channels in accordance with customer requirements. These efforts aim to improve users’
understanding of diseases and treatment options, encourage proactive health management and reduce
misinformation. Additionally, we acquire new customers and maintain strong customer relationships by
participating in industry-specific conferences, conducting customer visits, and receiving referrals from our
existing customers, while also ensuring high service quality and enhancing our influence within the industry. The
following table sets forth a breakdown of the educational content published on our platform and other major
mainstream digital third-party media outlets.
From
January 1,
2023 to
December 31,
2023
From
January 1,
2024 to
December 31,
2024
From
January 1,
2025 to
June 30,
2025
Articles
Our Platform ......................... 7 6 3 154,188 134,700
Duoer Hospital(1) ...................... 7 6 3 154,188 134,700
Third-party media outlet ................ 1 3 8 6 0 5
Videos
Our Platform(2) ........................ — 67,935 85,982
Duoer Hospital(1) ...................... — 67,935 85,982
Third-party media outlet ................ — 40,166 67,250
(1) All articles and videos published on our platform are also published through Duoer Hospital.
(2) Our Platform does not host videos directly but instead provides links to videos available on third-party platforms.
We solicit customers mainly through client visits, client referrals, and participating in academic conferences.
We enter into legally binding agreements with our customers to provide digital marketing (market education
services). Our customers typically include pharmaceutical companies and charity foundations. The term of our
service agreements typically ranges from one month to one year. Under these agreements, we prepare health
education materials, compiling hundreds of articles focused on the prevention, screening, diagnosis, and
treatment of diseases with high incidence rates. Customers pay the corresponding service fees mainly upon
reaching a pre-agreed milestone or the completion of the project. Both we and our customers are strictly
prohibited from transferring, misusing, or disclosing any information obtained during the execution of the
collaboration agreement.
– 145 –


--- page 155 ---
BUSINESS
Under PRC laws, we are required to monitor contents, including the market education contents and other
contents posted or distributed by us or our users or available on our platform, for items deemed to be factually
incorrect or defamatory, and promptly take appropriate actions with respect to such items. Failure to do so will
subject us to liabilities. See “Risk Factors—Risks Relating to Our Business and Industry—We may be held liable
for information displayed on, retrieved from or linked to our platform, which may adversely affect our business
and results of operations” and “Risk Factors—Risks Relating to Our Business and Industry—If we are unable to
maintain the relevance and credibility of our market education information, our business and results of operations
could suffer.”
We have implemented internal control policies to ensure the quality and originality of our contents. After
recruiting medical experts, we will verify their qualifications based on the project theme and requirements, with a
dedicated team conducting the review. Medical professionals whose specialties do not align with the relevant
project themes will not be allowed to participate in the project production. Additionally, we have a specialized
review team (which includes members with a medical background) to review all the medical education content
before publication. We have an article review team consisting of nine members and a video review team with 15
members. Our team members possess relevant backgrounds and qualifications, including GCP Certificates for
Drugs, Nurse Practitioner Qualification Certificates, Level 3 Health Manager Certificates, and Traditional
Chinese Medicine Acupuncture Certificates. They also have one to seven years of experience in the internet
healthcare field. The market education content is published on our self-operated Weixin mini-programs and
official accounts, as well as third-party platforms, which does not require us to obtain an ICP License according
to applicable PRC laws and regulations.
At the same time, we also have a legal compliance team to ensure that our contents do not pose regulatory
risks. Specifically, our compliance team reviews all contents from various key perspectives, including copyright,
advertising, data security, and personal information protection laws. As advised by our PRC Legal Advisor, we
had obtained all licenses and permits necessary to conduct our digital marketing (market education services) in
all material respects as of the Latest Practicable Date. Meanwhile, as advised by our PRC Legal Advisor,
according to the Administrative Measures on Medical Advertisement, a medical advertisement refers to an
advertisement that directly or indirectly introduces medical institutions or medical services through various
media or forms. The contents published by us from our digital marketing (market education services) do not
involve the recommendation of any specific medical products or services. Therefore, the contents we published
under digital marketing (market education services) do not constitute medical advertisements which, according to
the Article 89 of the PRC Drug Administration Law (
جare subject to the medical
advertisement review procedures by relevant authorities before they are published. However, we publish
advertisements, including medical advertisements, for certain customers on our mini program and official
accounts under the business segment of other services. See “Our Service Offering-Other Services” for details.
During the Track Record Period and up to the Latest Practicable Date, we had no material claim or complaint in
relation to our content on the platforms and we had not been involved in any material non-compliant incident
relating to the content published by us.
Our in-house technologies power a digital service platform for project management, task distribution, and
quality control. By leveraging AI-driven text and video processing, our system ensures originality, accuracy, and
engagement in health education content, which automatically detects duplication, optimizes formatting, enhances
video quality, and refines audio and subtitles.
For our customers that are healthcare companies and institutions, although our market education contents
are not directly related to the indications of their products, our platform offers unique value through direct access
to engaged healthcare consumers and targeted demographic groups. Our extensive user base enables our
customers to efficiently reach their intended audience segments, while our content delivery ensures high-quality
engagement through the educational materials. These educational initiatives not only raise health awareness but
also drive demand for our customers’ healthcare products and services by educating the audience of certain
diseases and health issues that our customers have specialized products and services for, and they all have
leading positions in the marketed fields suggested in our contents, creating beneficial business outcomes for
them. For our pharmaceutical company customers, their marketing needs are, through patient education
initiatives (one of their major promotional methods), to enhance the industry-wide awareness about the diseases
and health problems mentioned in our content and then to create potential purchases for their products from the
audience. We believe our content serves to enhance the adoption of the specialized products and services in the
general population seeking to treat the health conditions discussed in our content and drive the growth of the
– 146 –


--- page 156 ---
BUSINESS
targeted markets for such products and services, including those offered by our customers. This is a common
practice for user outreach in the healthcare industry, according to F&S. With our extensive user base and
professional healthcare service team, we also provide online survey services for pharmaceutical companies.
Based on each customer’s specific online research needs, we design survey questionnaires, reach survey targets,
execute the online survey process and compile the survey results, which assist our customers in gaining insights
into the market, providing important references for their product optimization and strategy formulation. In 2022,
2023, 2024, and the six months ended June 30, 2025, we conducted nil, more than 13,700, 84,700, and 11,000
online surveys, respectively. The pricing of online surveys depends on the number of questions, project
complexity, data requirements, execution difficulty, compliance requirements, labor cost and resource
consumption in each survey. The prices for each survey range from RMB300 to RMB1,500.
For our digital marketing (market education services), we generate revenue on a project-based basis, and we
charge our customers based on the amount of education content delivered or the number of online survey
questionnaires completed. The typical duration of a project is one year. The pricing for our market education
services is aligned with market conditions, according to Frost & Sullivan. Specifically, for our article contents,
our pricing per article is typically based on the number of words contained in the articles, ranging from RMB800
to RMB3,000. For livestreaming contents, our pricing depends on the background and seniority of the medical
professional we collaborate with for the livestreaming sessions, typically ranging from RMB2,000 to RMB5,000.
Each livestreaming broadcast should be at least 30 minutes long, with the doctor appearing on camera
throughout. For video contents, our pricing is typically based on the length of the video with one to five minutes
ranging from RMB1,000 to RMB2,000. The pricing is both cost based and market based, with standardized fee
ranges for each content format. In 2023, 2024 and the six months ended June 30, 2024 and 2025, we served five,
21, 13 and 25 customers for our digital marketing (market education services), respectively, generating average
revenue per customer of RMB4.6 million, RMB22.3 million, RMB11.1 million and RMB17.8 million in the
same periods, respectively. Additionally, we curated more than 208,100, 576,600, 268,000 and 292,000 market
education contents in 2023, 2024, and the six months ended June 30, 2024 and 2025, respectively. The following
table sets forth the major projects of our market education services during the Track Record Period. Furthermore,
we had a backlog of eight, 46, and 100 projects as of December 31, 2023 and 2024 and June 30, 2025,
respectively, with an aggregate contract value of RMB72.8 million, RMB427.9 million and RMB863.2 million,
respectively.
In 2023, 2024 and the six months ended June 30, 2025, we completed 12, 77 and 64 digital marketing
(market education services) projects mainly with pharmaceutical companies, with nil, one and nil project
completed with charity foundation. We served nil, one and one charity foundation customer in 2023, 2024 and
the six months ended June 30, 2025. Our charity foundation customer purchased our digital marketing (market
education services) to fulfill specific organizational mission, which is generally based on individual projects
designed to further a particular educational or research objective, including, among others, promoting the
awareness of specific health conditions and assisting physicians and researchers in advancing the exchange of
research and clinical experiences in specific medical fields. We help our charity foundation customer facilitate its
patient education initiatives by delivering education articles on chronic diseases to the general public.
The following table sets forth the major projects during the Track Record Period.
For the six months ended June 30, 2025
No. Type of Customer Project Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
in the Six
Months Ended
June 30,
2025
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As
of June 30,
2025
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
1 Pharmaceutical company
(Customer H)
Preparing and
distributing
popular science
articles in the field
of oncology for
the customer’s
TCPA plan
Completed 104,368 104,368 — 2025
– 147 –


--- page 157 ---
BUSINESS
No. Type of Customer Project Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
in the Six
Months Ended
June 30,
2025
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As
of June 30,
2025
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
2 Pharmaceutical company
(Customer H)
Preparing and
distributing
popular science
articles in the field
of oncology for the
customer’s TCPA
plan
Ongoing 44,733 109,344 64,611 2025
3 Pharmaceutical company
(Customer I)
Preparing and
distributing
popular science
articles based on
the customer’s
health popular
science short
video project
Completed 34,287 34,287 — 2025
4 Pharmaceutical company Providing help
and support to
patients and
platform users
through the
participation and
efforts of medical
social workers and
volunteers
Ongoing
(2) 29,500 29,500 (1) — 2025
5 Pharmaceutical company Enhancing public
awareness of
traditional
Chinese medicine
Ongoing
(2) 28,667 28,667 (1) — 2025
6 Pharmaceutical company
(Customer I)
Collection of short
videos in the field
of gynecological
tumors to improve
public awareness
of tumor diseases
Completed 19,037 19,037 —
2025
7 Pharmaceutical company
(Customer I)
Collection of short
videos in the field
of chest tumors to
improve public
awareness of
tumor diseases
Completed 19,037 19,037 — 2025
8 Pharmaceutical company
(Customer I)
Collection of short
videos in the field
of gut tumors to
improve public
awareness of
tumor diseases
Completed 14,899 14,899 — 2025
– 148 –


--- page 158 ---
BUSINESS
No. Type of Customer Project Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
in the Six
Months Ended
June 30,
2025
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As
of June 30,
2025
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
9 Pharmaceutical company
(Customer H)
Preparing and
distributing
popular science
articles in the field
of oncology for
the customer’s
TBU-TCPA plan
Completed 9,513 125,371
(3) — 2024-2025
10 Pharmaceutical company
(Customer I)
Expanding
communication
channels to reach
a wider audience
with high-quality
products and
professional
medicine
knowledge
Ongoing
(2) 8,714 12,010 3,296 2025
Total ................ 312,755 496,520 67,907
(1) Representing the total value of orders placed during the period under framework agreement
(2) Status of framework agreement
(3) The difference in the contract amount recognized and the total contract amount for project No. 9 is due to the fact that we had already
completed the majority of the project in 2024, as this project is also project No. 1 in 2024, with only an outstanding contract amount of
RMB9,513 thousands as of December 31, 2024. We recognized this amount in the six months ended June 30, 2025 as we completed the
remainder of the project in the same period.
For the year ended December 31, 2024
No. Type of Customer
Project
Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
in the Year
Ended
December 31,
2024
(RMB’ 000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount
As of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
1 Pharmaceutical company
(Customer H)
Preparing and
distributing
popular science
articles in the
field of oncology
for the
customer’s
TBU-TCPA plan
Completed 115,858 125,371 9,513 2024-2025
2 Pharmaceutical company
(Customer H)
Preparing and
distributing
popular science
articles in the
field of oncology
for the
customer’s
TCPA plan
Completed 85,039 88,347 3,308 2024-2025
– 149 –


--- page 159 ---
BUSINESS
No. Type of Customer
Project
Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
in the Year
Ended
December 31,
2024
(RMB’ 000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount
As of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
3 Pharmaceutical company
(Customer I)
Preparing and
distributing
popular science
articles based on
the customer’s
health popular
science short
video project
Completed 38,952 38,952 — 2024
4 Pharmaceutical company
(Customer H)
A series of
cancer
prevention and
public activities
for the
customer’s
TBU-TCPA plan
Completed 28,852 29,998 1,146 2024-2025
5 Pharmaceutical company “Health Care
Popular Science
Tour” project to
disseminate
health science
knowledge
Completed 14,692 14,692 — 2024
6 Pharmaceutical company
(Customer I)
Collection of
health popular
science articles
in the field of
oncology to
improve public
awareness of
tumor diseases
for stage two of
the popular
science program
of “health
conversation”
Completed 14,267 14,270 3 2024-2025
7 Pharmaceutical company
(Customer J)
Expanding
communication
channels to
reach a wider
audience with
high-quality
products and
professional
Tibetan
medicine
knowledge
Completed 12,507 12,507 — 2024
– 150 –


--- page 160 ---
BUSINESS
No. Type of Customer
Project
Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
in the Year
Ended
December 31,
2024
(RMB’ 000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount
As of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
8 Pharmaceutical company
(Customer I)
Collection of
health popular
science articles
in the field of
oncology to
improve public
awareness of
tumor diseases
for the popular
science program
of “health
conversation”
Completed 9,997 9,998 1 2024-2025
9 Charity foundation Providing more
help and support
to patients and
platform users
through the
participation and
efforts of
medical social
workers and
volunteers to
spread awareness
on chronic
diseases through
content creation
Completed 9,907 9,907 — 2024
10 Pharmaceutical company Enhancing
public awareness
of traditional
Chinese
medicine,
especially
Handan
Pharmaceutical
products
Completed 9,544 11,987 — 2023-2024
Total ................. 339,615 356,029 13,971
– 151 –


--- page 161 ---
BUSINESS
For the year ended December 31, 2023
No. Customer Identity
Project
Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
in the Year
Ended
December 31,
2023
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount
As of
December 31,
2023
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
1 Pharmaceutical company
(Customer J)
Delivering
knowledge about
the theories,
therapeutic
advantages, and
product efficacy
of Tibetan
medicine to the
public, through
various forms of
popular science
Completed 4,207 4,207 — 2023
2 Pharmaceutical company
(Customer J)
Expanding
communication
channels to reach
a wider audience
with high-quality
products and
professional
Tibetan medicine
knowledge
Completed 4,007 4,007 — 2023
3 Pharmaceutical company
(Customer J)
Delivering
knowledge about
the theories,
therapeutic
advantages, and
product efficacy
of Tibetan
medicine to the
public, through
various forms of
popular science
Completed 3,037 3,037 — 2023
4 Pharmaceutical company Enhancing
public awareness
of traditional
Chinese
medicine
Completed 2,443 11,987 9,544 2023-2024
5 Pharmaceutical company
(Customer I)
Patient
education
programs in the
fields of
oncology,
cardiovascular
diseases,
infections, and
other medical
conditions
Completed 2,071 4,017 1,946 2023-2024
– 152 –


--- page 162 ---
BUSINESS
No. Customer Identity
Project
Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
in the Year
Ended
December 31,
2023
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount
As of
December 31,
2023
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
6 Pharmaceutical company
(Customer J)
Delivering
knowledge about
the theories,
therapeutic
advantages, and
product efficacy
of Tibetan
medicine to the
public, through
various forms of
popular science
Completed 1,552 1,552 — 2023
7 Pharmaceutical company
(Customer I)
Collection of
popular science
articles on the
prevention,
screening, and
diagnosis of
diseases in the
fields of
cardiovascular
diseases,
metabolic
diseases,
respiratory
diseases,
infections and
rheumatic
diseases,
psoriasis, and
tumors
Completed 1,278 4,974 3,696 2023-2024
8 Pharmaceutical company
(Customer J)
Expanding
communication
channels to
reach a wider
audience with
high-quality
products and
professional
Tibetan
medicine
knowledge
Completed 1,062 1,062 — 2023
9 Pharmaceutical company
(Customer I)
Understanding
the clinical
diagnosis and
treatment of
gastrointestinal
tumors
Completed 883 962 79 2023-2024
10 Pharmaceutical company
(Customer I)
Understand the
clinical
diagnosis and
treatment of
anti-infective
therapy
Completed 866 1,660 794 2023-2024
Total ................. 21,406 37,465 16,059
– 153 –


--- page 163 ---
BUSINESS
Digital Medical Research Assistance
We operate as a CRO to actively support the pharmaceutical industry’s medical research needs by offering
solutions that encompass the entire project lifecycle, including study protocol design, clinical studies, and post-
market studies. Our research services delivery follows a structured workflow that spans project initiation to data
delivery. The business development team first identifies target pharmaceutical companies, partner hospitals and
principal investigators. Once the research protocol is defined and contracts are signed, we support the ethics
review process in collaboration with research centers. Upon approval, we recruit qualified hospital partners and
clinical researchers, verifies their credentials, and implement study execution. Participants submit research data
via our systems, where such data is securely collected, processed, reviewed, statistically analyzed, and compiled
into final research reports. The following diagram illustrates the simplified workflow of our digital medical
research assistance services.
– 154 –


--- page 164 ---
BUSINESS
Step 1
Pharmaceutical
Company
sign agreement
and initiate
certain project
Step 2
Hospital
Partnered Medical
expert
pay service
fee deliver data
Step 3
pay service fee offer data mining
and analysis
Pharmaceutical
Company
Enroll medical expert
after passing ethic
review
pay service
fee
deliver data
approach targeted customer
– 155 –


--- page 165 ---
BUSINESS
We primarily engage in real-world study (“RWS”) program design and clinical trial data mining and
analysis. We primarily offer our services for Phase IV RWS clinical trial studies involving chemical drugs,
monoclonal antibody drugs and Chinese traditional drugs, particularly in the field of anti-cancer research. Phase
IV clinical trials, which are post-marketing studies of drugs, aim to monitor their long-term safety and efficacy,
as well as identify any side effects that may occur in a broad population in the real world. Pharmaceutical
companies are responsible for designing clinical trials and developing drugs, while hospitals and partnered
medical experts are responsible for conducting these clinical trials. We operate as a CRO to implement the
clinical trial protocol, communicate with hospitals and partnered medical experts, manage the trial process,
collect and analyze trial data, and prepare clinical study reports. We leverage our professional medical team to
design the study in advance. Upon finalizing the clinical trial protocol, we enter into a contract with the customer
and proceeds to identify suitable collaborating hospitals and principal investigators. We then facilitate the ethics
review process and, upon approval, initiate a nationwide call for other qualified investigators. Once all of the
investigators are approved, the study begins. Throughout the trial, investigators input baseline, medication,
efficacy, and safety data directly into the system platform. After data lock, we perform statistical analysis and
prepare the clinical study report accordingly. For instance, we provide research assistance services in several
Phase IV RWS clinical trials of bevacizumab to evaluate the efficacy and safety of bevacizumab monotherapy
and combination therapy. Specifically, focusing on front-line clinical care, we systematically collected patient
baseline information including age, gender, histological type, and prior treatment history, medication details
including dosage, treatment duration, combination regimens and reasons for adjustments, efficacy metrics
including progression-free survival (PFS), disease control rate (DCR), objective response rate (ORR) and
symptom improvement, and safety data including adverse events such as hypertension, thromboembolism and
proteinuria. We also incorporate patient-reported outcomes such as quality of life and adherence to establish a
comprehensive data chain for real-world efficacy and risk assessment.
While the clinical trials are conducted in hospitals, all digital medical research assistance is carried out on
our own platform with no third parties involved. We do not engage third-party platforms or contract with
research organizations (CROs) to deliver these services. Instead, all digital processes—including data collection,
management, and analysis—are conducted exclusively on our proprietary i-Magellanic pharmaceutical research
platform. At the same time, we do collaborate with third-party clinical experts and medical institutions during the
execution of clinical trials as these collaborations are essential for conducting the studies in real-world clinical
settings. We add value at each stage of the research value chain. Upstream, we help pharmaceutical company
customers accelerate clinical development through AI-powered data collection and analysis, advanced
automation, and seamless integration with hospital data systems. Midstream, we enable efficient execution
among hospitals and researchers, streamlining ethics approvals, and data management. Downstream, we ensure
high-quality data analysis and submission, in accordance with internationally recognized medical standards.
During the course of the service, we may obtain data from third parties. Specifically, a participating patient
will provide our collaborating hospitals or doctors involved in digital medical research assistance projects with
an informed consent letter which authorizes them to provide data to us. We will then de-identify or anonymize
the patient’s data we received for medical research analysis such as performing statistical analysis on
anonymized health data to provide analytical insights for safe clinical medication use, which is within the
patient’s consent. In the course of the research project, members of the research team, who are an integrated part
of our collaborating hospital, may have access to our i-Magnellanic platform in order to submit research data,
while participating patients do not have such access. After all research and analyses are finished, we deliver our
final research reports to pharmaceutical company customers, who do not have access to our i-Magnellanic
platform. We protect personal information by encrypting sensitive and confidential personal information at the
time of transmission and by reducing the sensitivity of the display of such information. We use various
encryption and desensitization technologies at software level to protect the transmission and storage of personal
data.
Our digital medical research assistance services are attractive to our customers by virtue of our proprietary
AI-integrated EDC system. Our EDC system improves data accuracy, reduces manual errors, and significantly
enhances research efficiency. The system supports automated task allocation, OCR-enabled data entry, and
unstructured text analysis, all of which are capabilities that traditional CROs often lack. Additionally, we
maintain a rigorous quality control system with traceable error reporting, blockchain-based audit trails, and
defined compensation standards for errors, earning us the trust of major pharmaceutical clients. We also benefit
from a robust network of hospitals, including access to internet hospitals, enabling flexible, large-scale subject
– 156 –


--- page 166 ---
BUSINESS
recruitment. These strengths, combined with transparent pricing models, outcome-driven accountability, and
deep operational experience, make us a compelling research partner for pharmaceutical companies seeking
speed, cost-efficiency, and data integrity in clinical studies.
We entered into one agreement with our customer in 2023 and commenced our digital medical research
assistance service in 2024. We served five and nine customers in 2024 and the six months ended June 30, 2025,
respectively, with an average revenue per customer of RMB6.4 million and RMB0.3 million, respectively.
During the Track Record Period and as of June 30, 2025, we had initiated 41 digital medical research assistance
projects, all of which are Phase IV RWS clinical trial studies. We had a backlog of one, 21 and 14 projects as of
December 31, 2023 and 2024 and June 30, 2025, respectively, with contract value of RMB1.2 million,
RMB103.3 million and RMB45.1 million, respectively. The typical duration of a project is one to two years.
During the Track Record Period, we executed multiple projects involving cohort studies, prospective
observational research, and real-world evidence generation, addressing important clinical questions in areas such
as oncology support, surgical outcomes, and neurological conditions. Our research assistance has helped
customers evaluate treatment patterns, assess adherence to therapeutic regimens, compare different formulations
of medications, and generate evidence on the effectiveness and safety of various interventions in real-world
settings. During the Track Record Period, the majority of our top ten projects, in terms of revenue contribution,
were related to the real world study of drug effectiveness for various diseases or medical procedures, and none of
our top ten projects required us to enroll patients.
The following table sets forth the major projects during the Track Record Period.
For the six months ended June 30, 2025
No. Type of Customer Project Background
Status
(As of
June 30,
2025
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As
of June 30,
2025
(RMB’000)
Year(s) of
Revenue
recognition
during
TRP
1 Pharmaceutical
company
A clinical trial study to
compare the
compliance,
acceptance, and impact
on height and weight
of using electronic pen
injectors versus
syringes for different
types and formulations
of drugs.
Ongoing 1,939 15,499 13,560 2025
2 Pharmaceutical
company
A clinical trial to
evaluate and compare
the efficacy and safety
of long-acting
polyethylene glycol
recombinant human
growth hormone
injection versus short-
acting recombinant
human growth
hormone injection for
the treatment of
idiopathic short stature
in children over a 6-
month period.
Ongoing 304 7,716 7,412 2025
3 Pharmaceutical
company
An observational study
in a real-world
treatment setting on
the efficacy and safety
of sugammadex
sodium for the reversal
Ongoing 239 5,171 4,932 2025
– 157 –


--- page 167 ---
BUSINESS
No. Type of Customer Project Background
Status
(As of
June 30,
2025
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As
of June 30,
2025
(RMB’000)
Year(s) of
Revenue
recognition
during
TRP
of neuromuscular
blockade in overweight
patients undergoing
general anesthesia
surgery.
4 Pharmaceutical
company
An observational study
in a real-world
treatment setting to
evaluate the efficacy of
bevacizumab
combined with
chemotherapy/
radiotherapy/
immunotherapy for the
treatment of metastatic
colorectal cancer and
to describe the patterns
of use for this
combination therapy.
Completed 118 636 — 2024-2025
5 Pharmaceutical
company
A foundation project,
through the promotion
and implementation of
which the scientific
research interest and
capability of physicians,
technicians, and nurses
will be enhanced,
promoting the high-
quality development of
oncology medicine,
ultimately better serving
patients and advancing
medical science in our
country.
Ongoing 74 186 112 2025
6 Pharmaceutical
company
An observational study
on the efficacy and
safety of dezocine
applied in general
anesthesia surgery
within a real-world
clinical setting.
Ongoing 53 2,521 2,468 2025
7 Pharmaceutical
company
A retrospective
analysis of the efficacy
and safety of
bevacizumab
combined with
chemotherapy/TKI/
immunotherapy for the
treatment of advanced
non-squamous non-
small cell lung cancer.
Completed 44 540 — 2024-2025
8 Pharmaceutical
company
Post-marketing clinical
studies observing a
drug’s safety in a
broader population to
ensure the drug is safe
and effective in wider
use.
Completed 32 32 — 2025
– 158 –


--- page 168 ---
BUSINESS
No. Type of Customer Project Background
Status
(As of
June 30,
2025
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As
of June 30,
2025
(RMB’000)
Year(s) of
Revenue
recognition
during
TRP
9 Pharmaceutical
company
An observational study
in a real-world
treatment setting to
evaluate the efficacy
and compliance of
polyethylene glycol
recombinant human
growth hormone
injection for the
treatment of patients
with idiopathic short
stature.
Completed 16 2,742
(1) — 2024-2025
10 Pharmaceutical
company
A clinical trial to
investigate the efficacy
and safety of sivelestat
sodium for the
treatment of
postoperative
pulmonary dysfunction
in patients following
cardiac surgery with
cardiopulmonary
bypass.
Completed 12 12 — 2025
Total 2,831 35,055 28,484
(1) Representing the total value of orders placed during the period under framework agreement
For the year ended December 31, 2024
No. Type of Customer Project Background
Status
(As of
June 30,
2025
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during
TRP
1 Pharmaceutical
company
Research 5-HT3
receptor antagonists
for patients with
advanced malignant
solid tumors
undergoing
chemotherapy
Completed 29,730 29,730 — 2024
2 Pharmaceutical
company
A clinical trial of
polyethylene glycol
recombinant human
growth hormone
injection for the
treatment of growth
hormone deficiency
Completed 2,726 2,742
(1) 16 2024-2025
3 Pharmaceutical
company
A clinical trial study
on the efficacy and
safety of
bevacizumab
combined with
chemotherapy/
radiotherapy/
Completed 518 636 118 2024-2025
– 159 –


--- page 169 ---
BUSINESS
No. Type of Customer Project Background
Status
(As of
June 30,
2025
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during
TRP
immunotherapy for
the treatment of
metastatic colorectal
cancer
4 Pharmaceutical
company
A clinical trial study
on the efficacy and
safety of
bevacizumab
combined therapy for
advanced non-
squamous non-small
cell lung cancer to
optimize the
combination therapy
of bevacizumab
combined with
chemotherapy, TKI,
immunotherapy.
Completed 496 540 44 2024-2025
5 Pharmaceutical
company
A clinical trial study
on the efficacy and
safety of
bevacizumab
combined therapy for
advanced non-
squamous non-small
cell lung cancer,
including collection
and entry of case
report form
Completed 464 464 — 2024
6 Pharmaceutical
company
A clinical trial study
on the efficacy and
safety of
bevacizumab
(Avastin) in the
treatment of patients
with advanced
gynecological tumors
(ovarian cancer,
fallopian tube cancer,
peritoneal cancer, and
cervical cancer)
Ongoing 69 1,120 1,051 2024-2025
7 Pharmaceutical
company
A clinical trial study
on the efficacy and
safety of
bevacizumab
combined with
chemotherapy/
radiotherapy/PARP
inhibitors in the
treatment of cervical
cancer and ovarian
cancer
Completed 48 48 — 2024
8 Pharmaceutical
company
Study on the efficacy
and compliance of
montelukast sodium
Completed 48 48 — 2024
– 160 –


--- page 170 ---
BUSINESS
No. Type of Customer Project Background
Status
(As of
June 30,
2025
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during
TRP
oral film in treating
respiratory diseases
in children.
9 Pharmaceutical
company
Clinical study on the
efficacy and safety of
capsules in the
treatment of
menopausal
syndrome patients
Completed 22 22 — 2024
10 Pharmaceutical
company
Clinical study on the
efficacy and safety of
sophora gel in the
treatment of vaginitis.
Completed 19 19 — 2024
Total 34,140 35,369 1,229
(1) Representing the total value of orders placed during the period under framework agreement
Our digital medical research assistance services offer several key advantages: (1) leveraging our resources
as an internet-based company, we have developed our own data analysis system with fully digitalized workflows
and AI technologies, which enhances efficiency and reduces costs; (2) we focus on Phase IV RWS clinical trial
studies, which require the collection and analysis of large-scale data; (3) we have established strong networking
relationships with many hospitals; and (4) we maintain a strategic focus on oncology research and have
accumulated significant experience in relevant studies. Digitalization enables electronic data management, real-
time communication, and reduced storage needs, improving accessibility, security, and operational efficiency. AI
enhances data analysis by quickly processing large datasets, identifying trends, and automating repetitive tasks,
while also providing predictive modeling for trial outcomes and risk factors. These advancements, combined
with personalized services and remote work capabilities, ensure streamlined operations, accurate results, and a
tailored research experience for customers. Our i-Magellanic platform utilizes AI technologies to enable
comprehensive analysis across dimensions such as patient conditions, medical departments, and hospitals, and
matches clinical drug trials effectively. Our in-house technologies also support a digital service platform and
EDC system for project management, task distribution, and quality assurance in clinical research. Using
AI-driven image recognition, data structuring, and standardization, the system extracts indicative information
from medical records and lab reports, converts key terms into standardized terminology, and generates
structured, visualized forms. AI-powered validation ensures data accuracy by detecting anomalies in clinical
metrics and providing calibration suggestions before final archiving.
We solicit customers mainly through client visits, client referrals, and participating in academic conferences.
We enter into agreements with pharmaceutical companies to offer digital medical research assistance services.
The term of our service agreements typically ranges from one to two years. These services are customized to
align with customer requirements, ensuring high-quality services, timely completion, and the achievement of
specified results within the agreed timeline. Customers typically remit service fees after project completion or
reaching a milestone. According to our agreements, our research assistance services include preparing informed
consent forms and investigator brochures, conducting research center investigations and selections, applying for
ethics committee approvals, managing trial sites, performing statistical analyzes, and preparing reports. Revenue
from our digital medical research assistance services is generated on a project-based basis. The pricing of our
digital medical research assistance services is generally determined based on the nature and scope of work,
including hourly-based fees for clinical trial monitoring and data analysis, project-based fees, subject-based fees
for clinical trials assistance, sample volume-based fees for laboratory services or experimental data analysis, and
stage-based fees for larger projects. We recorded no revenue from our digital medical research assistance
services in 2022 and 2023. In 2024 and the six months ended June 30, 2025, the average price charged per
project was RMB2.2 million and RMB1.0 million, respectively, with fees per project typically ranging from
RMB2,000 to RMB23.1 million, depending on the project size, nature and scope. In case of errors in the research
– 161 –


--- page 171 ---
BUSINESS
processes, if such error is proved to be attributable to our improper handling or processing, we shall bear the
liability for loss incurred.
Given that (1) our Directors have confirmed that no administrative penalties have been imposed on, nor
investigations initiated against, us by the competent authorities in connection with our digital medical research
assistance services; (2) we have obtained a special credit report from the Beijing Municipal Public Credit
Information Center (
ʕː) confirming that no administrative penalties were recorded against
the entities operating such services during the Track Record Period and (3) public searches regarding the entities
operating such services do not reveal any material penalties or litigations during the Track Record Period and up
to the Latest Practicable Date, our PRC Legal Advisor is not aware of any violations of PRC laws by the relevant
entities in any material aspect in relation to the provision of digital medical research assistance services during
the Track Record Period and up to the Latest Practicable Date.
Integrated Health Service Packages
We deliver integrated health service packages and provide third-party administrator services for insurance
companies, including our self-operated health mall coupons and health questionnaire services, as well as some
outsourced services such as online appointment booking services. We also provide health products and services
to individual customers on online health mall, including health supplements, physical check-ups, dental scaling,
medical consultations, hospitalization health care, and psychological counseling, all of which are outsourced
from third parties. Additionally, we provide health management services for non-insurance company corporate
customers and began bundling high-quality health services into customized health service packages based on
customer needs. We integrate both self-operated and outsourced services and deliver them as a unified solution.
Our self-operated smart health management service leverages generative AI capabilities in our i-Centaurus user
platform, and in the form of an AI Q&A chat room, our service can provide AI-generated answers to the users’
health related questions promptly. Our corporate customers include both insurance companies and non-insurance
companies. In 2023, 2024 and the six months ended June 30, 2025, revenue generated from our insurance
companies for integrated health service packages was RMB26.5 million, RMB17.3 and RMB3.7 million,
representing 39.7%, 24.5% and 18.5% of the total revenue generated from integrated health service packages.
We have adopted two procurement methods catering to the needs of our insurance company customers and non-
insurance company customers, according to their distinct operational preferences vis-a-vis their end customers,
which hinge on the level of customization needed and in turn the amount of services that require outsourcing.
This is a common industry practice, according to the F&S Report. On the one hand, for our insurance company
customers, since their end customers typically purchase common and standardized products and services which
do not require an extensive period of preparation when their demand incurs, we provide the services primarily by
ourselves, including health mall coupons and health questionnaire services, and only outsource a limited amount
of services, including online appointment booking services, from third parties. As such, our insurance company
customers procure services from us when their policyholders actually incur and use the services, and we only
procure outsourced services and provide services to them according to the specific needs of their end customers.
On the other, for our non-insurance company customers, since their end customers typically require customized
products and services which typically requires more lead time for preparation and demand-matching from our
end, we procure more services in bulk and in advance from third parties to better serve the needs of their end
customers. For example, the customization generally takes the form of specific combinations of products and
services, such as physical check-up, online consultation, medication discounts, and online appointment booking,
which are outsourced, and smart health management services, which is self-operated. We then provide the
services in bulk as a unified package according to the contract signed at the time of payment in advance. Our
non-insurance company customers then distribute the products to their end customers by themselves.
Our service delivery follows a streamlined workflow. We first enter into agreements with insurance
companies and other corporate, non-insurance company customers. These institutional customers engage us to
provide customized health service packages tailored to the needs of insured members or affiliated users. These
may include online consultations, physical check-up services, online appointment booking services, and discount
codes for other healthcare services. We ensure a seamless experience for users while maintaining service quality
experience for users while maintaining service quality and operational efficiency. The following diagram
illustrates the simplified workflow of our provision of integrated health service packages.
– 162 –


--- page 172 ---
BUSINESS
sign agreement
and pay the
service fee
Healthcare
Service Provider
Provide healthcare services through
mini-program
procure products
or services when
needed
Individual User
note1: insurance company and other corporate, non-insurance company customer included
Individual User
Corporate Customer¹
pay the service
fee
Leveraging our broad access to various healthcare service resources, we are able to design and deliver
tailored health service packages that meet the needs of corporate customers and their end users, as well as
individual customers. By acting as a one-stop solution provider, we simplify service procurement and ensures
consistency in service quality. Through our role as an aggregator, we can reduce overall costs while maintain
service standards. This efficiency allows corporate customers to offer high-value health benefits at a competitive
price point, while also enhancing policyholder engagement and satisfaction. Furthermore, by overseeing end-to-
end service from package design to final delivery, we ensure a seamless user experience.
During the Track Record Period, we offered integrated health service packages with non-extendable validity
periods ranging from seven to 60 days. The price of our integrated health service packages ranges from RMB1.0
to approximately RMB9,000 during the Track Record Period.
Online Health Mall
We operate an online health mall to offer a variety of health-related products and services, including health
supplements, physical check-ups, dental scaling, medical consultations, hospitalization health care, and
psychological counseling. We purchase such products and services from third parties and sell them to our
customers. Products and services in our online health mall can be included as a component of our integrated
health service packages per request of customers. Our integrated health service packages also come with various
coupons, which allows customers to purchase products in our health mall or products or services offered by third
party providers at a discount. Specifically, the coupons typically include physical examination coupons, dental
scaling coupons, and shopping coupons. Customers can apply these coupons to their purchases for discounts.
Coupons are not recorded at the time of issuance, and revenue is adjusted when the coupons are redeemed by
customers.
We operate as a platform that facilitates the provision of specified products or services by third-party
providers. Revenue from sales of products or services through the online health mall was recognized on a net
basis, as we earn commission fees for facilitating the provision of the products or services. The volume of health
service packages sold through our online health mall is relatively modest. In 2022, 2023, 2024 and the six months
ended June 30, 2025, we recorded order volumes of over 672,000, 456,000, 325,000 and 112,000, respectively,
with corresponding numbers of paying users of over 64,000, 45,000, 30,000 and 22,000, respectively. The
transaction value typically ranges from RMB5 to RMB500 per product. We experienced a decrease in the
number of paying users for our online health mall during the Track Record Period, primarily because we
strategically scaled back our promotion efforts for some of the products offered on the platform.
– 163 –


--- page 173 ---
BUSINESS
Smart Health Management Service
Leveraging the generative AI capabilities in our i-Centaurus user platform, we offer smart health
management service as one of the integrated health service packages to our users. This service is provided
through Weixin mini-programs or WeCom accounts to our individual users in the form of an AI Q&A chat room,
where our users can raise health-related questions and receive AI-generated answers to their questions promptly.
Users can access these services by purchasing a membership, claiming the corresponding benefits, or
participating in the corporate customer’s WeCom accounts. Our individual customers pay us service fees. If the
services are claimed for free, there is no cash flow. In the six months ended June 30, 2025, we served over
37,000 users.
Health Questionnaire Service
We offer our health questionnaire service as one of the integrated health service packages provided to our
corporate customers. This service is accessible through our platform website. Users participate in filling out
questionnaires to assess health management risks after testing, such as cancer risks. Our corporate customers
enter into agreements with us and pay us service fees. We do not charge a fee to individual users. In 2022, 2023,
2024 and the six months ended June 30, 2025, we recorded over 3,000, 105,000, 162,000 and 9,000 health
questionnaires, respectively.
Specifically, our outpatient visits and accompaniment services cater to the all-around patient consultation
needs by allowing domestic and overseas consultations, online or telephone health assessments for special,
mental health and sub-health conditions, and non-medical health consultation through our online platforms. We
negotiate favorable service arrangement for our users. For instance, we collaborate with insurance carriers and
provide complimentary online outpatient insurances to users, and holders of such insurances have access to
discounted medications, which services are provided by the relevant insurance carriers.
Our in-house technologies enable our corporate customers to offer customized health service packages to
their end users. Through the AI-powered Dr. GPT , users receive detailed answers to health-related inquiries,
personalized wellness advice, and remote health consultations, with timely recommendations for in-person
medical visits when necessary.
– 164 –


--- page 174 ---
BUSINESS
The following table illustrates our service offerings available through our integrated health service packages.
Third-party services
/self-operated services Service description Online services /
offline services
Background of third
parties involved
Third-party services Medical consultation
services provided by
third-
party medical
practitioners through
online
channels
Consultation services
are provided online
Companies that
primarily engage in
internet-based medical
diagnosis and treatment,
pharmaceutical
e-commerce, and
medical big data
services.
Online Consultation
Services
Self-operated
platform, with
products and services
provided by third
parties
Access to products/
services at our
self-operated online
marketplace. Coupons
with minor discounts
to products/services at
our self-operated
online
marketplace
Products/services are
sold online. Coupons
for discounts are
available to users who
meet a threshold
purchase value and are
applied to online
purchases of services
or products
Third parties that
provide the products
on our platform are
companies that
primarily engaged in
health management
services and provision
of health products.
Meanwhile, we operate
the health mall platform
itself ourselves.
Health Mall
Third-party services Personal physical
examination service
packages, provided by
third-party physical
examination
institutions
Check-up services are
booked online and
provided offline
Companies that
primarily engage in
health management
and customized
solutions.
Physical Check-up
Services
Third-party services Discount for dental
services including oral
examination,
registration, imaging,
treatment planning,
and dental cleaning
Discounts are provided
online and applied to
services provided
offline
Companies that
primarily
engage in health
management
and customized
solutions.
Dental Cleaning
Discounts
Third-party services Assistance with
nationwide outpatient
appointment services
through third-party
service providers
Booking services are
provided online for
offline outpatient
appointments
Companies that
primarily
engage in health
management
and customized
solutions.
Online Appointment
Booking Services
Third-party services Users can apply
for free online
consultation insurance
coverage to purchase
medicines after online
consultations
Consultation, access
to insurance coverage
and medication
discounts are provided
online
Companies and
insurance organizations
in China that primarily
engage in credit
insurance, surety
insurance, and
short-term health and
accident insurance.
Medication
Discounts
Self-operated services Users participate in
filling out
questionnaires through
our platform website to
assess health
management risks
after testing, such as
cancer risks
Health Questionnaire
Services are provided
online
N/A
Health Questionnaire
Services
Self-operated services Users can raise health-
related questions
through Weixin mini-
programs or WeCom
accounts
Smart Health
Management Services
are provided online
N/A
Smart Health
Management Services
Integrated health service packages are sold primarily to corporate customers, and specific health services are
typically consumed by individuals associated with such corporate customers. For instance, insurance carriers that
subscribe to our integrated health service packages may require us to provide health services to its insurance
policyholders and the insured, and other corporate customers may require us to provide health services to their
employees. We charge customers based on the number of individuals serviced by us, or alternatively, based on
the services actually used by the respective customers. Corporate customers typically designate specific service
modules they would like to be included in the integrated health service packages, including the number of
– 165 –


--- page 175 ---
BUSINESS
consultations and nature of physical check-up services. We determine pricing for our integrated health service
packages primarily based on the market prices of services included. To a much lesser extent, we also sold our
integrated health service packages in our health mall to individual customers according to their needs during the
Track Record Period.
We select among comparable suppliers by comprehensively evaluating factors such as price, quality, and
service. The salient terms of our agreements with our third-party providers are set forth as follows.
• Online consultation services. The term of our collaboration agreement with third-party providers for
our online consultation services is typically one year. We pay a service fee based on a predetermined
volume of online consultation services we expect to sell on a monthly basis. For some of our third-
party providers, we pay a service fee based on the actual user consumption volume through our online
consultation platform, on monthly basis.
• Physical check-up services . The term of our collaboration agreement with third-party providers for our
physical check-up services is typically one year. We pay a service fee based on a predetermined
volume of physical check-up services we expect to sell on a monthly basis. For some of our third-party
providers, we pay a service fee based on the actual volume of physical check-up services provided to
our users, on monthly basis. Unless one party serves the other with a written notice of termination
within 30 days prior to the expiration of the agreement, the agreement is automatically extended for
one year upon its expiration.
• Medication discounts. The term of our collaboration agreement with third-party insurance providers
for our medication discounts services is typically one year. We provide users with discounted
medication benefits through the online consultations services covered by the third-party insurance
providers’ medical insurance plan. We incur no cost relating to procurement of medication benefits. If
neither party raises any objection prior to the expiration of the agreement, the agreement is
automatically renewed once for a period identical to the term of the agreement.
• Dental cleaning discounts. The term of our collaboration agreement with third-party providers for our
dental cleaning discounts services is typically one year. We generally pay a service fee based on the
volume of dental cleaning services provided to our users, on monthly basis. Unless one party serves the
other with a written notice of termination within 30 days prior to the expiration of the agreement, the
agreement is automatically extended for one year upon its expiration.
• Online appointment booking services . The term of our collaboration agreement with third-party
providers for our online appointment booking services is typically one year. We generally pay a service
fee based on the volume of online appointment booking services provided to our users, on monthly
basis. Unless one party serves the other with a written notice of termination within 30 days prior to the
expiration of the agreement, the agreement is automatically extended for one year upon its expiration.
The typical duration of a project is one year. The following table sets forth the major projects of our
integrated health service packages business during the Track Record Period.
For the six months ended June 30, 2025
No. Type of Customer Project Background
Status (2)
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount(1)
(RMB‘000)
Outstanding
Contract
Amount as
of June 30,
2025
(RMB‘000)
Year(s) of
Revenue
recognition
during TRP
1 Health-related company Customizing
personalized health
service packages
based on customer
needs
Ongoing 10,382 10,382 — 2025
2 Health-related company Customizing
personalized health
service packages
based on customer
needs
Ongoing 3,593 3,593 — 2025
– 166 –


--- page 176 ---
BUSINESS
No. Type of Customer Project Background
Status (2)
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount(1)
(RMB‘000)
Outstanding
Contract
Amount as
of June 30,
2025
(RMB‘000)
Year(s) of
Revenue
recognition
during TRP
3 Health-related company Customizing
personalized health
service packages
based on customer
needs
Ongoing 3,195 3,195 — 2025
4 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Ongoing 2,958 2,958 — 2025
5 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Ongoing 347 347 — 2025
6 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Ongoing 263 263 — 2025
7 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Ongoing 143 143 — 2025
8 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Completed 128 128 — 2025
9 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Ongoing 84 84 — 2025
10 Health-related company Customizing
personalized health
service packages
based on customer
needs
Ongoing — — — 2025
Total ............... 21,093 21,093 —
(1) Representing the total value of orders placed during the period under framework agreements
(2) Status of framework agreement
– 167 –


--- page 177 ---
BUSINESS
For the year ended December 31, 2024
No. Type of Customer Project Background
Status(2)
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount(1)
(RMB‘000)
Outstanding
Contract
Amount as of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
1 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Completed 9,825 9,825 — 2024
2 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 7,763 7,763 — 2024
3 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Ongoing 6,542 6,542 — 2024
4 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 5,233 5,233 — 2024
5 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 4,990 4,990 — 2024
6 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 4,879 4,879 — 2024
7 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 4,761 4,761 — 2024
8 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 4,401 4,401 — 2024
9 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 4,178 4,178 — 2024
10 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 3,999 3,999 — 2024
Total .............. 56,571 56,571 —
(1) Representing the total value of orders placed during the period under framework agreements
(2) Status of framework agreement
– 168 –


--- page 178 ---
BUSINESS
For the year ended December 31, 2023
No. Type of Customer Project Background
Status(2)
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount(1)
(RMB ‘000)
Outstanding
Contract
Amount as of
December 31,
2023
Year(s) of
Revenue
recognition
during
TRP
1 Health-related company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Completed 30,000 30,000 — 2023
2 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Completed 14,515 14,515 — 2023
3 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Completed 10,276 10,276 — 2023
4 Health-related company Customizing
personalized health
service packages
based on customer
needs
Completed 4,754 4,754 — 2023
5 Health-related company Customizing
personalized health
service packages
based on customer
needs
Completed 4,995 4.995 — 2023
6 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Ongoing 1,753 1,753 — 2023
7 Health related company Customizing
personalized health
service packages
based on customer
needs
Completed 1,525 1,525 — 2023
8 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Ongoing 1,269 1,269 — 2023
9 Health mall individual
customers
Customizing
personalized health
service packages
based on customer
needs
N/A 587 N/A N/A —
10 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Ongoing 280 280 — 2023
Total .............. 69,954 69,367 —
(1) Representing the total value of orders placed during the period under framework agreements
(2) Status of framework agreement
– 169 –


--- page 179 ---
BUSINESS
For the year ended December 31, 2022
No. Type of Customer Project Background
Status(2)
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’ 000)
Total
Contract
Amount(1)
Outstanding
Contract
Amount as of
December 31,
2022
Year(s) of
Revenue
recognition
during TRP
1 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Completed 11,749 11,749 — 2022
2 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Completed 9,143 9,143 — 2022
3 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 4,100 4,100 — 2022
4 Health-related company Customizing
personalized
health service
packages based on
customer needs
Completed 2,739 2,739 — 2022
5 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Completed 1,714 1,714 — 2022
6 Health mall individual
customers
Customizing
personalized
health service
packages based on
customer needs
N/A 1,283 N/A — —
7 Insurance company Providing health
check-ups, health
education, and
discounts for
insurance
policyholders
Completed 1,156 1,156 — 2022
Total .............. 31,884 30,601 —
(1) Representing the total value of orders placed during the period under framework agreements
(2) Status of framework agreement
Our customers typically include both corporate customers and individual customers. Our corporate
customers comprise of insurance company customers and non-insurance company customers. Non-insurance
company customers are typically health-related companies. We served six, eight, 13 and 13 corporate customers
of integrated health service packages in 2022, 2023, 2024 and the six months ended June 30, 2025, respectively,
generating revenue of RMB30.1 million, RMB66.8 million, RMB70.5 million and RMB20.0 million in the same
periods, respectively. In 2022, 2023, 2024 and the six months ended June 30, 2025, we served four, five, six and
six insurance company customers, respectively, and two, three, seven and seven non-insurance company
customers, respectively. The average revenue per customer was RMB5.0 million, RMB8.4 million, RMB5.4
million and RMB1.5 million in 2022, 2023, 2024 and the six months ended June 30, 2025, respectively. In 2021,
we served 11 customers. The low retention rate of 18.2% in 2022 was primarily due to the retention of the two
major customers, while services for the other nine were discontinued.
– 170 –


--- page 180 ---
BUSINESS
We will be subject to claims if services or products included in our integrated healthcare service package
cause harm or loss to users. However, if such loss is caused by third-party service providers who actually provide
such products or services to the users, those third-party service providers shall bear the liability for loss incurred.
See “Risk Factors—Risks Relating to Our Business and Industry—We may become subject to service or product
liability claims arising from our integrated health service packages.”
We solicit insurance company customers mainly through promoting our integrated health service packages to
our insurance brokerage service customers. We solicit other customers mainly through client visits, client
referrals, and participating in trade shows. We enter into legally binding agreements with our customers to provide
integrated health service packages. The term of our service agreements typically spans one year, with both parties
having the option to renew upon expiration. Under these agreements, we offer a range of services, including online
health evaluations, electronic health records, medical examination report analysis, online consultations, AI-driven
analysis and diagnosis, and family doctor services. Customers pay the corresponding service fees based on
purchase orders. Both we and our customers are strictly prohibited from transferring, misusing, or disclosing any
information obtained during the execution of the collaboration agreement.
Early Disease Screening Related Promotion and Consultancy Services
Leveraging accumulated extensive resources and experience in community health services, we provide early
disease screening related promotion and consultancy services in collaboration with healthcare partners, such as
various pharmaceutical companies, health-related companies, such as biotechnology companies, insurance
companies, non-profit organizations and charity foundations. We help these healthcare partners to organize early
disease screening activities for individual participants in the local community free of charge, which also enables us to
expand our user base. Specifically, we help non-profit organizations and charity foundations with organizing early
disease screening activities to fulfill their public welfare objectives related to disease screening and public health
education, as part of their organizational mission. All individual participants are required to register on our platform
to take part in the early disease screening activities. We primarily focus on facilitating screening sessions such as
specific tumor risk screening, bone density tests and traditional Chinese medicine consultations.
We organize our early disease screening related promotion and consultancy services, and our healthcare
partners and their relevant equipment and service suppliers, who have the requisite licenses for executing the
services, provide the screening equipment and screening services. Our healthcare partners and their equipment
and service suppliers obtain and review the necessary licenses required to conduct the screening services and the
respective medical device registration certificate for the supplied device, product models, and changes in product
models.
Our service delivery follows a structured and efficient workflow. We approach healthcare partners to propose
collaborative projects. Upon mutual agreement, both parties sign a formal contract to initiate the early disease
screening program. We conduct offline promotional activities to attract individual participants to engage in our
screening services. In parallel, we secure screening venues through cooperation with community organizations and
charity foundations. Our partners, primarily pharmaceutical, health-related and insurance companies, non-profit
organizations and charity foundations, typically provide venues and equipment at no cost. On the day of the
screening session, we provide onsite support, including user engagement, equipment and venue setup, and data
collection. In addition, we provide onsite brand promotion services for certain healthcare partners. Screening
activities and analysis will be conducted by healthcare partners or third-party suppliers engaged by us or healthcare
partners. After completing the screening and signing up on Qingsong Health platforms, users are able to access their
individual screening results and health management advice. The following diagram illustrates the simplified
workflow of our early disease screening related promotion and consultancy services.
– 171 –


--- page 181 ---
BUSINESS
Step 1 Step 3
approach targeted customer
sign agreement
and initiate certain
project
Step 2
user engagement
set up activity venue and
equipment through
cooperation with
communities and charity
foundation
pay the service fees
Provide user engagement, venue,
survey results collection and
onsite brand promotion service
User
Users can read the screening
results after signing up on
Qingsong Health platforms
Step 4
Pharmaceutical or other
healthcare Company
Pharmaceutical or other
healthcare Company
Healthcare partnersUser Participants
Equipment
OEM
Venue
Rental
– 172 –


--- page 182 ---
BUSINESS
We play a critical role throughout the entire value chain of our early disease screening related promotion and
consultancy services, delivering both operational execution and strategic value to various stakeholders, including
healthcare partners, communities and users. At the upstream end, we collaborate with healthcare partners to design
and implement early disease screening and brand promotion initiatives. By offering access to a large and health-
conscious user base, deep industry media resources, and robust project execution capabilities, we help healthcare
partners effectively reach and engage target audiences. This supports their objectives in brand building, market
expansion, and public health awareness. As advised by our PRC Legal Advisor, the Advertising Law of the People’s
Republic of China provides that it applies to commercial advertising activities in which product operators or service
providers, through certain media and forms, promote the products or services they sell, and since we do not
recommend or promote any product or service during the early disease screening activities, our early disease
screening services shall not constitute commercial advertising activities under the Advertising Law of the People’s
Republic of China. We also manage the end-to-end logistics of the screening programs, including user registration
via promotional campaigns and venue sourcing through community and charitable partnerships. We collaborate
with carefully selected residential communities based on their size, level of community support, and community
engagement. Our community-based approach leverages established local networks, and we collaborate with
community staff in resident outreach and event promotion. To maximize participation, we carefully curate our
screening offerings focusing on high-demand services that align with community health needs. We thereby ensure
the smooth delivery of high-quality onsite services. During campaign implementation, we provide professional
onsite services to ensure operational efficiency and a consistent user experience. The data collected during these
screenings, with necessary user consent, can also be analyzed and leveraged by healthcare partners for post-
campaign research or consultation purposes. At the downstream end, we extend the value of the screening sessions
by enabling users to access their results through our digital platform. With the screening data from our collaborating
enterprises, we generate detailed feedback reports through data integration to provide users with personalized health
recommendations. Such approach also creates additional user touchpoints through our digital platform, where users
can access supplementary health resources tailored to their specific healthcare and insurance needs. During offline
screening services, we interact with our users face-to-face, build trust with them, and encourage them to join our
online platform. Our record indicates that users who entered our online community through early disease screening
related promotion and consultancy services tend to be active and engaged.
In 2022, 2023, 2024 and the six months ended June 30, 2025 we converted 0.2%, 2.4%, 0.2% and 0.3% of
offline early disease screening related promotion and consultancy service users into our customers or insurance
policyholders in the same periods, respectively. We recorded a high conversion rate in 2023 by leveraging our
services and collaborating with a third-party provider to promote healthcare and insurance products. Specifically,
concentrating from April to August 2023, we promoted an insurance product and health products alongside our
early breast cancer screening program, resulting in a relatively high conversion rate in 2024. The campaign
concluded by year-end and the conversion rate was subsequently normalized.
Our in-house technologies facilitate a seamless service process, from offline community engagement to AI-
driven health management. Users are guided through QR code scanning for registration, participate in early
screening, and receive automated health summaries and personalized advice via an AI-powered chatbot, which
also offers ongoing health consultations and periodic wellness check-ins to enhance user engagement. Moreover,
we leverage our rich resources in health services to connect users in need with other health service providers. See
“—Our Service Offerings—Healthcare-related Services—Integrated Health Service Packages” for details.
As part of our early disease screening related promotion and consultancy services, we offer marketing and
research and consultation services, assisting healthcare partners in gaining brand exposure and obtaining research
and consultation results. Consequently, some healthcare partners become our customers and pay service fees for
our brand promotion and research and consultation services. Such customers use our platform to promote their
brands to early screening users or to access research and consultation findings generated through our services.
We helped our customers organize 362, 1,171, 1,448, 509 and 618 early disease screening sessions in 2022,
2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. The number of sessions increased
over the Track Record Period as we continued to scale the services. Through our services, we enable our
customers to enhance their brand awareness among communities and users. In addition, our customers may
collect and analyze early disease screening results for their own subsequent research and consultation purposes
with necessary user consent.
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we served three, seven, 13, seven
and five customers for our early disease screening related promotion and consultancy services, respectively, with
– 173 –


--- page 183 ---
BUSINESS
average revenue per customer of RMB9.9 million, RMB9.4 million, RMB3.5 million, RMB4.6 million and
RMB7.4 million in the same periods, respectively. We launched our early disease screening related promotion
and consultancy services in 2022 and recorded a customer retention rate of 42.9% in 2024. The lack of customer
retention in 2023 was due to the fact that the three customers we served in 2022 had achieved their community
brand promotion goals, subsequently adjusted their strategies, and chose not to re-engage us to conduct further
projects in 2023. Our revenue from early disease screening related promotion and consultancy services declined
by 30.2% from RMB65.7 million in 2023 to RMB45.9 million in 2024, primarily because as part of our customer
acquisition efforts in 2024, we offered more simplified promotion packages to new customers, and charged a
lower service fee per session as compared to that in 2023.
We solicit customers mainly through client visits, client referrals, and participating in trade shows. We enter
into legally binding agreements with customers to operate offline screening sessions. We help organize offline
screening sessions and, in connection with these screening sessions, marketing and branding services for our
customers. Our customers typically include health-related companies, pharmaceutical companies, non-profit
organizations, and charity foundations. The term of our service agreements typically ranges from three months to
one year, with both parties having the option to renew upon expiration. According to the agreements, we provide
public welfare early disease screening related promotion and consultancy events, offering health management,
consultancy, education, and examination services. Our customers pay the corresponding service fees primarily on
a weekly or monthly basis. Both we and our customers are strictly prohibited from transferring, misusing, or
disclosing any information obtained during the execution of the collaboration agreement. Termination of the
agreement is possible upon mutual consent. Fees we charge in connection with the provision of early disease
screening related promotion and consultancy services is primarily based on prevailing market rates varied based
on negotiation with customers. Additionally, we enter into legally binding agreements with users. We provide
our platform and early disease screening information. Users register on our platform and review screening
results. According to the agreements, we commit to protecting users’ private information.
Revenue from our early disease screening related promotion and consultancy services is generated on a
project-based basis. The typical duration of a project is one year. Since the commencement of our early disease
screening related promotion and consultancy services up to June 30, 2025, we conducted more than 8,000 offline
screening sessions. The following table sets forth the major projects during the Track Record Period.
For the six months ended June 30, 2025
No. Type of Customer
Project
Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount as
of June 30,
2025
(RMB’000)
Year(s) of
Revenue
recognition
during
TRP
1 Health-related company Expanding the
consumer
market of IVD
screening
through our
proprietary
resource
network and
health
technology
capabilities.
Ongoing
(2) 18,041 18,041 (1) — 2025
2 Health-related company Expanding the
consumer market
of gut health
solutions through
our proprietary
resource network
and health
technology
capabilities.
Ongoing
(2) 9,130 9,130 (1) — 2025
– 174 –


--- page 184 ---
BUSINESS
No. Type of Customer
Project
Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount as
of June 30,
2025
(RMB’000)
Year(s) of
Revenue
recognition
during
TRP
3 Health-related company Enhancing
public health
awareness of
child health
services through
leveraging user
feedback and
data
accumulation.
Ongoing
(2) 7,873 7,873 (1) — 2025
4 Pharmaceutical company Enhancing
public health
awareness
through
leveraging user
feedback and
data
accumulation to
promote
traditional
Chinese
medicine
products.
Ongoing 2,096 2,096 — 2025
5 Health-related company Expanding the
consumer
market of gut
health solutions
through our
proprietary
resource
network and
health
technology
capabilities.
Ongoing
(2) 1,960 1,960 (1) — 2025
Total .......................................... 39,100 39,100 —
(1) Representing the total value of orders placed during the period under framework agreements
(2) Status of framework agreement
For the year ended December 31, 2024
No. Type of Customer Project Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
1 Marketing agent of a
health-related company
Brand promotion
services,
expanding brand
awareness and
market
development for
its customers
Completed 25,999 25,999
(1) — 2024
2 Health-related company Comprehensive
screening in
children’s growth
and development,
common diseases,
and nutritional
status
Completed 8,306 8,306
(1) — 2024
– 175 –


--- page 185 ---
BUSINESS
No. Type of Customer Project Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
3 Pharmaceutical company Enhancing public
health awareness
through early
disease screening
collaboration,
and conducting
product market
promotion by
utilizing user
feedback and
data
accumulation
Completed 6,000 6,000 — 2024
4 Health-related company Community early
screening and
on-site education
to establish an
innovative
cancer
prevention and
treatment model
that integrates
research, clinical
practice, and
community
engagement
Completed 2,000 2,000
(1) — 2024
5 Charity foundation Community
activities for
arteriosclerosis
screening to raise
residents’
awareness of
cardiovascular
health
Completed 1,632 1,632 — 2024
6 Health-related company Community early
screening and
on-site education
to establish an
innovative
cancer
prevention and
treatment model
that integrates
research, clinical
practice, and
community
engagement
Completed 1,550 1,550
(1) — 2024
7 Pharmaceutical company Brand promotion
services through
the public
welfare early
screening service
network in
various
communities in
major cities of
the PRC
Completed 1,310 1,310
(1) — 2024
– 176 –


--- page 186 ---
BUSINESS
No. Type of Customer Project Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount
(RMB’000)
Outstanding
Contract
Amount As of
December 31,
2024
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
8 Non-profit organization Bone density
screening in
communities
Completed 720 720 — 2024
9 Health-related company Community
activities for
chronic eye
disease screening
and AIDS
prevention
education
Completed 500 500 — 2024
10 Health-related company Promoting high-
protein
beverages and
other related
products for
middle-aged and
elderly people
through early
screening for
risks of
osteoporosis and
other diseases
Completed 300 300 — 2024
Total .......................................... 48,317 48,317 —
(1) Representing the total value of orders placed during the period under framework agreements
For the year ended December 31, 2023
No. Type of Customer Project Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount(1)
(RMB’000)
Outstanding
Contract
Amount As
of
December 31,
2023
(RMB’000)
Year(s)
of
Revenue
recognition
during
TRP
1 Marketing agent of a
health-related company
Brand promotion
services, expanding
brand awareness
and market
development for its
customers
Completed 32,172 32,172 — 2023
2 Insurance company Brand promotion
services through
the public welfare
early screening
service network in
various
communities in
major cities of the
PRC
Completed 21,070 21,070 — 2023
3 Health-related company Community early
screening and on-
site education to
establish an
innovative cancer
prevention and
treatment model
that integrates
research, clinical
practice, and
community
engagement
Completed 6,000 6,000 — 2023
– 177 –


--- page 187 ---
BUSINESS
No. Type of Customer Project Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount(1)
(RMB’000)
Outstanding
Contract
Amount As
of
December 31,
2023
(RMB’000)
Year(s)
of
Revenue
recognition
during
TRP
4 Health-related company Community early
screening and on-
site education to
establish an
innovative cancer
prevention and
treatment model
that integrates
research, clinical
practice, and
community
engagement
Completed 4,500 4,500 — 2023
5 Health-related company Brand promotion
services, expanding
brand awareness
and market
development
Completed 3,884 3,884 — 2023
6 Pharmaceutical company Brand promotion
services, expanding
brand awareness
and market
development
Completed 1,750 1,750 — 2023
7 Insurance company Community early
screening services
for “preventing
lung cancer, early
screening and early
treatment” activity
Completed 294 294 — 2023
Total ........................................... 69,670 69,670 —
(1) Representing the total value of orders placed during the period under framework agreements
For the year ended December 31, 2022
No. Type of Customer
Project
Background
Status
(As of
June 30,
2025)
Contract
Amount
Recognized
(RMB’000)
Total
Contract
Amount(1)
(RMB’000)
Outstanding
Contract
Amount(1) As
of
December 31,
2022
(RMB’000)
Year(s) of
Revenue
recognition
during TRP
1 Health-related company High-sensitivity
and highly
convenient early
cancer screening
services for
communities
Completed 15,000 15,000 — 2022
2 Health-related company High-sens itivity
and highly
convenient early
cancer screening
services for
communities
Completed 10,000 10,000 — 2022
3 Health-related company Brand
promotion
services,
expanding brand
awareness and
market
development
Completed 6,480 6,480 — 2022
Total .......................................... 31,480 31,480 —
(1) Representing the total value of orders placed during the period under framework agreements
– 178 –


--- page 188 ---
BUSINESS
No medical diagnosis is rendered during the provision of early disease screening related promotion and
consultancy services, and only health risks are flagged for users with corresponding health advice provided, and
we would recommend users to obtain medical diagnosis from professional medical institutions. Therefore, there
is no risk of liabilities arising from misdiagnosis in our provision of early disease screening related promotion
and consultancy services. However, we may offer health advice that users find unhelpful. See “Risk
Factors—Risks Relating to Our Business and Industry—We may offer health advice that users find unhelpful,
which may negatively affect users’ perception of us and, in turn, adversely affect our business, results of
operations and financial condition.” In addition, we rely on third-party healthcare partners to conduct early
disease screening sessions. See “Risk Factors—Risks Relating to Our Business and Industry—We rely on third-
party healthcare partners to conduct early disease screening sessions. If they do not successfully carry out their
contractual duties, our business and reputation could be harmed” for related risks.
Insurance-related Services
To finance our users’ healthcare spending and address their protection needs, we also provide users with
convenient access to a wide array of health insurance products underwritten by our insurer partners through
Insurance-related Services , our online insurance marketplace. In addition to facilitating sales of our insurer
partners’ insurance products, we also provide technical services enabling them with improved operating
efficiency and risk management capabilities. Our insurance business heavily relies on our user base and platform
traffic. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, the number of our active users
was 70.5 million, 69.1 million, 65.1 million, 30.9 million and 22.7 million, respectively. Although the number of
our active users slightly decreased during the Track Record Period, we achieved an increase in the average
revenue generated from each insurance policy, thereby maintaining relatively stable revenue from Insurance-
related Services , which amounted to RMB321.0 million, RMB326.7 million, RMB321.5 million,
RMB147.6 million and RMB150.1 million in 2022, 2023, 2024 and the six months ended June 30, 2024 and
2025, respectively. The following diagram illustrates the service provisions of Insurance-related Services.
Individual User
Product/Service Flow Fund Flow
Insurance Partner
Insurance
Technical
Services
Intelligent Operations
Intelligent Risk Control
Intelligent Monitoring
Insurance
Brokerage
Services
Technical Service
Insurance Premium
Insurance Product
Commission
Insurance Product
Insurance Premium
Insurance Partners’ Products
Continuously Co-developed
Innovative Products
Fully Digitalized Service
Processes
Fee
Insurance Brokerage Services
We facilitate sales of our insurer partners’ products primarily through our online insurance marketplace. The
diversity of the insurance products on our platform caters to a variety of protection needs from the insurance
policyholders and the insured at different stages of their lives. The insurance products we offer on our platform
are underwritten by our insurer partners, and therefore, we do not bear any underwriting risk. We maintain stable
relationships with leading insurer partners in China. However, our arrangements with our insurer partners are
typically not exclusive, and they may have similar arrangements with our competitors.
In 2022, 2023, 2024 and the six months ended June 30, 2025, we served 19, 19, 16 and 28 insurer partners for
our insurance brokerage services, respectively. In 2022, 2023, 2024 and the six months ended June 30, 2025, we had
– 179 –


--- page 189 ---
BUSINESS
more than 1,272,000, 870,400, 645,700 and 334,000 insurance policyholders, respectively, and delivered more than
2,040,800, 1,526,200, 1,208,400 and 563,000 insurance policies, respectively, with annualized premium of
RMB1.3 billion, RMB1.2 billion, RMB1.0 billion and RMB0.5 billion, respectively. Such fluctuation resulted from
a deliberate and prudent strategic adjustment. We have adopted a cost-conscious operating approach in 2022 by
limiting promotional spending in our insurance brokerage services, with a focus on optimizing and refining our
product portfolio to remain competitive, upgrading insurance technology, and improving user experience. We
proactively implemented a disciplined, cost-conscious operating approach, strategically reallocating resources away
from underperforming channels. This prudent optimization resulted in a transitional decline in new insurance
policies and premiums within the brokerage segment, while successfully preserving the sustained profitability
across our business divisions. At the same time, we are capitalizing on growing consumer demand for more
personalized insurance solutions by actively refining and expanding its product portfolio. Through enhanced
collaboration with a broader panel of insurance partners, we are advancing product innovation and improving
customer experience without incurring upfront additional cost, thereby strengthening its market competitiveness.
While this strategy temporarily impacted short-term growth indicators, it laid the foundation for sustainable, long-
term profitability. Bolstered by the rapid expansion of our health-related services business, we achieved year-on-
year growth in adjusted net profit as early as the first half of 2025. This performance underscores the soundness of
the strategy and positions us for sustained profitability and long-term competitive advantage. Moreover, we are
actively expanding our digital marketing (market education services) and digital medical research assistance
services, which we believe can drive user growth and create cross-selling opportunities that will benefit Insurance-
related Services . As of June 30, 2025, Insurance-related Services had served 58 insurer partners, covering
approximately 26.2 million insurance policyholders and approximately 29.2 million insureds with a gross written
premium of RMB5.4 billion.
For our insurance brokerage services, we primarily receive insurance brokerage fees paid by our insurer
partners. Our insurer partners receive 100% of the insurance premiums paid to us from policyholders. We then
charge our insurer partners a commission fee based on the premium we received. For each insurance policy we
sell through our platform, we charge the insurer partner a basic commission fee, typically ranging from 8% to
35% based on the type of the insurance, the specific product, the sales channel of each order and our relationship
with each insurer partner. Independently, after receiving the insurance premium from policyholders, we
separately pay our marketing agents a fee for the policies they facilitated. In 2022, 2023, 2024 and the six months
ended June 30, 2024 and 2025, we generated revenue of RMB140.5 million, RMB135.0 million,
RMB133.3 million, RMB61.3 million and RMB50.7 million from our insurance brokerage services, respectively.
Our insurance brokerage services are primarily delivered online. During the Track Record Period, we facilitated
sales of certain corporate property insurance products through offline market acquisition and promotion channels,
which accounted for nil, 0.4%, 1.3%, 0.07% and 0.01% of our revenue in 2022, 2023, 2024 and the six months
ended June 30, 2024 and 2025, respectively. The customer retention rate for our insurance brokerage services
was 49.5%, 50.7% and 52.5% in 2022, 2023 and 2024.
We solicit customers mainly by identifying the insurer partners suitable for the joint-development of
insurance products with us based on the needs of our insurance clients, and directly reach out to those insurance
companies for collaboration. We enter into legally binding agreements with our insurer partners to provide
insurance brokerage services. The term of these agreements typically ranges from one to two years, with both
parties having the option to renew upon expiration. Under these agreements, our insurer partners offer insurance
products, which we promote and distribute through our own platform or other external platforms. We first collect
insurance fees in our independent designated account for client funds before remitting them to our insurer
partners. Payments are settled on a monthly basis, and we receive a brokerage fee in return. Our insurer partners
assume the insured liability. Both we and our insurer partners are strictly prohibited from transferring, misusing,
or disclosing any information obtained during the execution of the collaboration agreement.
Product Portfolios
Leveraging our insight into the needs of our users, we curate a product matrix from our insurer partners that befits
various purchaser demographics and profiles. As of June 30, 2025, a total of 294 insurance products from 58 insurance
partners had been offered through our platform. In 2022, 2023, 2024 and the six months ended June 30, 2025, we sold
approximately 2.0 million, 1.5 million, 1.2 million and 0.6 million insurance policies with an annualized premium of
RMB1.3 billion, RMB1.2 billion, RMB1.0 billion and RMB492.6 million in the same periods, respectively. In
particular, during the Track Record Period, we experienced a decrease in the number ofHuiminbaopolicies as part of
our strategic shift away from the Huiminbao Program.We scaled down our involvement in Huiminbao Programsas
– 180 –


--- page 190 ---
BUSINESS
an increasing number of provincial and municipal governments began collaborating directly with insurance companies.
Specifically, from 2022 to the six months ended June 30, 2025, the number of ourHuiminbaopolicies decreased from
0.5 million to 38 thousands, respectively, accounting for 23.6% and 6.8% of our total policies in the same periods,
respectively. The following table sets forth certain details of our top ten insurance products, all of which are health
insurance products, in terms of gross written premium, during the Track Record Period.
Insurance
product Duration
Commission
rate
Independent or
joint
development
Revenue Contribution
2022 2023 2024
Six months
ended
June 30, 2025
(RMB in thousands)
A Since 2021 30% Joint 17,568.4 11,221.9 7,899.9 2,427.7
B Since 2021 30% Joint 16,316.4 7,938.0 4,615.2 2,119.3
C Since 2023 30% Joint — 9,717.4 9,275.7 1,365.6
D Since 2023 30% Joint — 7,810.0 7,154.1 3,337.3
E Since 2023 24% Joint — 7,490.2 5,944.0 2,351.9
F Since 2023 34% Joint — 6,198.2 6,890.2 2,402.6
G Since 2022 35% Joint 7,162.6 3,682.9 2,212.6 850.0
H Since 2021 30% Joint 779.7 4,589.4 7,412.9 498.9
I Since 2022 34% Joint 12,235.0 — — —
J Since 2023 35% Joint — 4,560.1 7,562.3 2,744.4
We primarily offer health insurance products that provide illness and disease insurance protections and medical
benefits during a period that is usually one year or shorter from the effective date of the policy. We also offer
critical illness insurance products that typically offer a lump-sum payment to the insurance policyholder if he or she
is diagnosed with any condition or major life-threatening illness as defined in the insurance policy, which typically
address the purchaser needs for both medical treatment and aftercares. To a much lesser extent, we complement our
portfolio with property insurance products and accident insurance products.
We collaborate with insurer partners to jointly develop tailor-made insurance plans supplemental to the
social security schemes administered by the provincial and municipal governments. Huiminbao Programs are
tailor-made for certain specific cities considering the local conditions, including the economic development,
demographic structure and geographical features, and provide additional protection for users.
We serve as the main operating platform for each Huiminbao Programs , handling core aspects such as the
front-end systems that enable policy enrollment and distribution, as well as user policy management and ongoing
communications. Specifically, we oversee core functions such as policy system development, distribution system
development, policyholder management, user operations, product promotion, publicity, official account
operations, and content creation and distribution. The relevant local government organizes the overall Huiminbao
Programs and our insurer partners focus on product design, offline and telemarketing sales, underwriting, and
claim settlements.
The Huiminbao Programs typically cover major illnesses, such as malignant tumors, cardiovascular and
cerebrovascular diseases, chronic diseases, organ transplants, and rare diseases, including two following
insurance plans:
• Basic Medical Insurance Coverage . During the insurance period, if the insured is diagnosed and
hospitalized or receives other treatments and examinations from a designated medical institution, the
insurer partners will cover the necessary and reasonable medical expenses that fall within the scope of
the local social basic medical insurance.
• Specific Drug Medical Insurance . During the insurance period, if the insured is diagnosed by a
specialist doctor at a designated medical institution and prescribed specific drugs as stipulated in this
insurance contract, the insurer partners will cover the necessary and reasonable expenses for these
specific drugs.
We enter into legally binding agreements with our insurer partners for the Huiminbao Programs . These
agreements typically have a term of one year, with both parties having the option to renew upon expiration.
Under these agreements, our insurer partners offer insurance products, such as commercial supplementary
medical insurance. We offer insurance brokerage services, assisting our insurer partners and customers in
– 181 –


--- page 191 ---
BUSINESS
establishing contracts Depending on the specific terms of each agreement, we may or may not collect insurance
premiums from users on behalf of our insurer partners. Our insurer partners are responsible for the insurance
liability of the insurance products and collect claims. Our insurance partners handle claim payments directly with
users, and we do not participate in the claim process. We are responsible for the promotion of the products. Our
insurer partners compensate us with a commission fee. Both we and our insurer partners are strictly prohibited
from transferring, misusing, or disclosing any information obtained during the execution of the collaboration
agreement.
We offer Huiminbao Programs as one of our insurance brokerage services and recognize revenue at the
point in time when an insurance policy becomes effective. From these Huiminbao products, we generated
revenue of RMB9.2 million, RMB4.4 million, RMB0.4 million, RMB0.2 million and RMB0.9 million in 2022,
2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. As of June 30, 2025, we had
participated Huiminbao Program in all cities in Jiangsu province and tapped into Jiangxi province by entering
Pingxiang.
We have innovated our insurance product offerings to provide users with more protection features. For
instance, we launched a health insurance product jointly with an insurer partner tailored for women with breast
diseases. The insurance plan offers basic coverage option and several upgrade options, providing customized
protection and risk-based pricing. Additionally, we partnered with an insurer partner to upgrade our insurance
product, which features, among others, various levels of coverage for family members, chronic disease
medications, online prescriptions, and dental care. We have also developed insurance products for users with pre-
existing conditions.
Development of Insurance Products
In addition to selling insurance products developed independently by our insurer partners, we jointly
develop innovative or tailor-made insurance products in collaboration with our insurer partners to address the
specific needs of insurance purchasers under various economic circumstances.
• Optimization. We optimize the standard products from our insurer partners to meet the special
protection needs from insurance purchasers. For instance, through an in-depth analysis of the claims
data for our flagship insurance products, we discovered that many users are not eligible for claim
compensation because they did not meet the pre-set deductible amount. As a result, we actively
negotiated with our insurer partners to lower the deductible for dozens of specific minor illnesses
covered by the insurance products. Additionally, we have launched a zero-deductible medical
insurance product to further benefit a broader range of the insured.
• Customization. We have collaborated with our insurer partners to develop customized insurance
products that speak to the demands and preferences of specific individuals. For instance, we
collaborated with insurer partners to design an insurance product for female users that covers medical
expenses for certain female-specific diseases. For users with certain pre-existing conditions, we worked
with insurer partners to design specific products that provide coverage for liver disease payouts and
treatment expenses. For the elderly, we focused on developing fracture accident insurance. After
customizing the product plan with the insurer partners, we also perform interface designs, product
development, and product launches.
Other than the insurer partners’ obligations to pay us commission fees, we do not have revenue sharing
policies with insurer partners for insurance products jointly developed by us, and the underwriting risk rests
solely on the insurer partners.
Fully Digitalized Service Processes
Our in-house technologies power a digital insurance platform that enhances online sales efficiency through
intelligent matching and risk management. AI analyzes users’ risk preferences to optimize product
recommendations, predicts purchase probabilities to improve marketing conversion rates, provides 24/7
intelligent customer support, and employs an advanced risk control system to detect fraudulent activities,
ensuring account security and transaction integrity. The entire process of insurance purchase can be completed
swiftly through mobile webpages. Prior to purchase, we allow the potential purchaser to review a summary of
– 182 –


--- page 192 ---
BUSINESS
their coverage and a sample policy. In certain cases, we also enable the potential purchaser to choose or revise
their insurance coverage according to their protection needs. We use online payment platforms to process the
insurance payment and instantly send the electronic insurance policy to the purchasers. The claim process of all
insurance products offered on our platform is directly conducted by the relevant insurer partner. We do not make
advance payments for the compensation amount for each claim. The following screenshots of our mobile
webpages illustrate the process of insurance purchases through our platform.
Our insurance homepage Our insurance selection page Our insurance confirmation page
Insurance Technical Services
Leveraging our technology capabilities, we empower our insurer partners with a suite of technical services.
We have developed an intelligent operation platform under our i-Phoenix system, which is a management
platform for insurance product operations, covering the following main aspects.
• Intelligent operations. The intelligent operations function of our platform associates and integrates data
of insurance policyholders through user ID or insurance policy numbers and enables our insurer
partners to provide policyholder privilege verification services, conduct surveys, forecast potential
insurance purchase intent and conduct marketing campaigns. Utilizing advanced big data analytics, our
intelligent operation platform can help insurer partners grasp various insurance coverage needs and
quickly adapt to market changes, helping insurer partners improve marketing efficiency and service
capability. It features capabilities including integration with push notification systems, social media
promotion and CRM outbound calling, among others.
• Intelligent risk control . We provide an AI-powered intelligent risk control system to assist insurer
partners in risk screening and mitigation, effectively reducing risk exposure and improving profitability
through real-time data analysis and fraud detection. With necessary user consent, our platform uses
user payment history and consumption patterns, as well as big data analytics technology, to identify
potential risk signals from massive datasets. Through deep learning and pattern recognition of
historical data, our platform can predict risky behaviors and detect abnormal patterns, enabling our
insurer partners to take timely measures for risk management intervention. Using predefined rules and
machine learning algorithms, our platform allows insurer partners to automatically assess and make
real-time decisions based on our analysis. For example, when potential insurance purchasers place an
order or make a payment, our system assists insurer partners in determining whether to allow the
transaction, require additional manual review, or block it entirely. The automation enhances efficiency
and reduces the risk of human error or bias. We assist insurer partners in identifying potentially
fraudulent transactions by using an intelligent risk control system to detect account theft risks, issuing
alerts and blocking high-risk transactions when necessary. When a user proceeds to place an order or
make a payment, our system evaluates multiple risk indicators and generates a risk score to determine
the next step: (1) if the insurance application is approved, the user proceeds to pay for the insurance
product as normal; and (2) if the risk level is too high, the system blocks the transaction and payment,
– 183 –


--- page 193 ---
BUSINESS
and no information is submitted to the insurance company. During this process, our system also prompt
users for short message confirmation to identify users, helping insurance companies manage risks more
effectively. The resulting risk control scores are retained on our system and will not be publicly
disclosed. Services fees for intelligent risk control are charged based on the number of triggered risk
events. Additionally, the system evaluates user behavior and account security, with necessary user
consents, to identify suspicious activities such as malicious policy cancelations or abnormal account
behavior, helping insurers manage risk effectively. Specifically, we provide intelligent monitoring
services to insurance companies to promptly detect and report suspicious activities. Our system helps
insurance companies quickly locate issues, send notifications and process supplementary orders,
ensuring the stability and efficiency of their operations. After a user places an order or make a
payment, the system reports the transaction to the insurance company for underwriting and begins real-
time monitoring of the product underwriting and policy issuance process. If the underwriting or
issuance fails, the system automatically initiates continuous monitoring of the insurance company’s
interface. Once the interface returns to normal operation, the system triggers the generation of
supplementary orders. It then continues to monitor the status of these supplementary orders and
payments. If any anomalies are detected, the status synchronizes the status until the process is
completed successfully. We provide insurance companies with account access to view monitoring data
and usage records within their authorized scope. Service fees are charged based on the number of
triggered monitoring events.
• Intelligent monitoring. We also provide insurer partners with an intelligent monitoring platform, which
monitors product endorsement failures, policy issuance failures and automates testing for order
interfaces, complimentary insurance policies, core insurance pages and policy term verification.
Our in-house technologies drive precision marketing, intelligent risk control, and smart customer service to
enhance business operations and accelerate insurance sales. By leveraging machine learning models, the system
predicts likelihood of insurance purchase and claims, enabling targeted marketing through various channels,
while AI-powered customer service analyzes chat interactions to identify purchase intent and optimize human
agent support for improved conversion rates.
We enter into legally binding agreements with our insurer partners to provide insurance technology services.
The term of these agreements typically ranges from one to two years, with both parties having the option to
renew upon expiration. Under these agreements, we offer intelligent operations, risk control, and monitoring
through our platforms. Our insurance partners are responsible for underwriting policies, processing cancelations
and claims, and handling complaints. Our insurer partners utilize these platforms to analyze user demands with
necessary users’ consent, enhance marketing efficiency, and improve user satisfaction. Our insurer partners pay
service fees on a monthly basis. Both we and our insurer partners are strictly prohibited from transferring,
misusing, or disclosing any information obtained during the execution of the collaboration agreement.
Customers of our insurance technical services are primarily insurer partners that also subscribe for our
insurance brokerage services, and we solicit those insurer partners by promoting our insurance technical services
through clients visits. The typical duration of a project is one to two years. For the technical support services we
provide to our insurer partners, we generally charge a pre-determined fixed fee, depending on the service scope
and usage requested by the insurer partner. The pricing of our insurance technical services is primarily
determined by the usage of intelligent operations, intelligent risk control, intelligent monitoring, as well as our
servers and manual services. Specifically, we charge our customers based on the frequency of system usage for
publish notifications and WeCom accounts notifications, the number of instances we assist in risk control, and
the number of instances we monitor product approval and insurance application failures. In 2022, 2023, 2024 and
the six months ended June 30, 2025, we served 24, 21, 25 and 21 customers for our insurance technical services,
respectively, and generated revenue of RMB180.4 million, RMB191.8 million, RMB188.3 million and
RMB99.4 million from insurance technical services provided to customers, respectively. The average revenue
per customer was RMB7.5 million, RMB9.1 million, RMB7.5 million and RMB4.7 million in 2022, 2023, 2024
and the six months ended June 30, 2024 and 2025, respectively. We achieved customer retention rates of 54.6%,
54.2% and 70.0% in 2022, 2023 and 2024, respectively. Our technical support services are delivered primarily
online.
– 184 –


--- page 194 ---
BUSINESS
Other Services
We provide online and offline marketing services. The marketing services are provided to corporate
customers, primarily our insurer partners and pharmaceutical companies, typically incidental to our insurance
brokerage and healthcare services, by executing advertisements, product promotions, branding and promotion
activities. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we derived revenue from other
services of RMB12.8 million, RMB7.9 million, RMB6.5 million, RMB4.1 million and RMB2.7 million,
respectively, accounting for 3.3%, 1.6%, 0.7%, 1.1% and 0.4% of our total revenue in the same periods,
respectively. In 2022, all our marketing services were conducted online on our own platform. In 2023, our
marketing services remained online, with the addition of a third-party platform. In 2024, our marketing services
revenue included RMB4.0 million from online services and RMB2.5 million from offline services, with two
third-party platforms engaged. In the six months ended June 30, 2024 and 2025, our marketing services revenue
included RMB3.5 million and RMB0.7 million from online services, respectively, and RMB0.5 million and
RMB1.3 million from offline services, respectively.
Under PRC advertising laws and regulations, we are obligated to monitor our advertising and promotional
content to ensure that such content is true and accurate and in full compliance with applicable laws and
regulations, violation of which may subject us to liabilities. See “Risk Factors—Risks Relating to Our Business
and Industry—We may be held liable for information displayed on, retrieved from or linked to our platform,
which may adversely affect our business and results of operations”. We have established internal control
measures to ensure our marketing activities comply with applicable laws and regulations. Specifically, we have
stipulated in the service contract that the marketing subject and contents shall comply with applicable laws and
regulations, and our business department and legal department will review the marketing content prior to the
release. Our marketing service contracts also stipulate our customers’ indemnification obligation to us if we
suffer loss for the provision of the marketing services as a result of our customer’s fault. As advised by our PRC
Legal Advisor, we had obtained all licenses and permits necessary to conduct our online and offline marketing
services in all material respects during the Track Record Period and as of the Latest Practicable Date, considering
that (1) all medical advertisements published on our platform have been reviewed and approved by the relevant
authorities; and (2) we only place advertisements for customers on our self-operated Weixin mini-programs and
official accounts, as well as third-party platforms, which does not require us to obtain an ICP License according
to applicable PRC laws and regulations.
PRICING
For the pricing policy of our services, please see “—Our Service Offerings.” We do not have any revenue
sharing arrangement with our business partners.
OUR USERS
With our quality content and diverse interaction functions, we have cultivated a large online user
community. We continue to experience a steady business and revenue growth supported by our active user base
of 70.5 million, 69.1 million, 65.1 million, 30.9 million and 22.7 million in 2022, 2023, 2024 and the six months
ended June 30, 2024 and 2025, respectively.
We execute various initiatives for user acquisition and engagement. In particular, our early disease
screening related promotion and consultancy services and health consciousness promotion initiatives serve as
important user entry points. See “—Our Service Offerings—Healthcare-related Services—Early disease
screening related promotion and consultancy services” for details. Striving to promote equitable access to
accurate health information, we, independently and in collaboration with trusted medical experts, curate quality
and professional health contents to enhance public health awareness. We simplify complex medical jargon into
easy-to-understand language to ensure that individuals of varying health literacy levels can comprehend and
benefit. We have also benefitted from our collaboration with a business partner providing illness fundraising
services to attract users who tend to be interested in healthcare and insurance service offerings.
Our screening services and health information publication help us attract interested users, and we deepen user
engagement with iterative quality contents and our diverse service and insurance offerings, which helps us
effectuate purchase conversion. In 2024 and the six months ended June 30, 2025, the number of insurance
– 185 –


--- page 195 ---
BUSINESS
policyholders converted from our active users was 0.3 million and 0.2 million, with a purchase conversion rate of
0.5% and 0.67%, respectively, calculated as the number of new policyholders who purchased a policy in a period,
divided by the number of active users in that period.
Additionally, we have collaborated with our insurer partners and jointly developed innovative insurance
products with broader insurance coverage that is practically more beneficial and useful for the insured. See “—Our
Service Offerings—Insurance-related Services—Insurance Brokerage Services—Development of Insurance
Products” for details. Such product innovation not only increases our insurance sales but also enables us to attract a
larger number of interested insurance purchasers to our platform and to increase insurance purchases from our
existing customers.
Moreover, our diverse service offerings are appealing to our users not only in satisfying their own
healthcare and insurance needs during different life stages, but also in catering to needs of their family members
and loved ones. Therefore, our users are willing to bring their familial relations to our platform, which creates
another growth potential for us.
Customer Case Study
We have been exploring cross-selling opportunities by guiding users toward health protection solutions
aligned with their needs. In April 2023, we organized a breast nodule early screening session in Henan Province.
The event attracted 50 participants, and following the screening, 13 participants opted to purchase, Pink
Guardian, our breast cancer medical insurance online. One of the participants immediately purchased Pink
Guardian online after being diagnosed with breast nodule. Pink Guardian provides tailored coverage based on
four risk levels identified during screenings, suitable even for users with high risks or pre-existing conditions.
We have been upselling health insurances by combining digital engagement with health services, creating a
seamless journey from awareness to coverage for families. Our Weixin official account, Easing through Life ,
actively engages users with health-focused content, boosting awareness and encouraging proactive health
management, and we tailored our contents specifically for users in Nantong City, Jiangsu Province to
complement the various early disease screening sessions held in the city. In July 2022, one of the followers of
our Weixin official account, attended a health screening event together with her family. She and her families
underwent thyroid and bone density checks held by us. Motivated to enhance health protection, the follower
enrolled in Huiminbao Program for her and her entire family. Later on, the parent of the follower was
hospitalized and filed a claim under the insurance, and received a compensation payment of RMB16,000.
OUR TECHNOLOGY AND RESEARCH AND DEVELOPMENT
We apply proprietary AI and big data technologies to increase user acquisition and engagement, mitigate user
frauds, conduct targeted sales activities, develop and optimize insurance products and healthcare services, and
empower the operational efficiency of our platform. The following diagram is a simplified illustration of our digital
infrastructure.
– 186 –


--- page 196 ---
BUSINESS
– 187 –


--- page 197 ---
BUSINESS
Our Digital Infrastructure
We have established i-DataCloud to serve as our digital infrastructure by integrating cloud-edge AI
collaboration and identity recognition for data management across healthcare, insurance, and other sectors. It
employs a holistic data collection approach, harnessing both stream and batch processing to legally and safely
gather essential user societal and health information, as well as operational data. Real-time data collection,
analysis, and mining are conducted with strict adherence to data privacy and information security laws,
facilitating the efficient accumulation of data assets and the digital empowerment of business operations.
i-DataCloud uses blockchain technology to manage computing tasks and keep a permanent record of data. It
enables multiple parties to collectively train AI models on their datasets without data pooling, preserving data
privacy. Collectively, i-DataCloud allows our AI systems to access regulated datasets dispersed across
organizations in compliance with security, privacy, and compliance requirements. It enables secure access to
both our proprietary data and third-party licensed data assets.
As of June 30, 2025, we had registered eight invention patents in connection with our i-DataCloud. i-
DataCloud enhances automation, efficiency, and security across real-time data processing, and intelligent
workload distribution by integrating smart contracts, AI-driven semantic recognition, and distributed task
scheduling. By enabling secure and automated digital asset creation, real-time user data updates, precise anomaly
detection, and optimized API load balancing, i-DataCloud significantly improves operational stability, decision-
making, and cross-platform integration. This strengthens its competitive edge in AI-driven analytics, and
enterprise digital infrastructure.
AIcare
As our proprietary AI technology stack, AIcare empowers almost every aspect of our daily operation and
every component of our products and services with a variety of modules.
i-Galaxy AI Marketing . We utilize AI advisors to create hyper-personalized marketing campaigns across
private channels, such as user communications and targeted marketing, and public channels like digital
advertising. This greatly improves marketing success and return on investment. Our i-Galaxy AI Marketing
possesses advanced data mining capabilities to identify high-conversion-potential business leads, driving AI-
powered conversion of high-value leads. As of June 30, 2025, our system had created more than 810 feature
labels, including those relating to users’ healthcare and insurance needs. As a result, we had generated more than
12.9 million business leads as of the same date. The value of the leads generated by our AI model, measured by
annualized insurance premiums, increased from 1.5% in 2022 to 23.3% in 2024. As of June 30, 2025, the value
of the leads generated by our AI model, measured by annualized insurance premiums, was 21.3%.
As of June 30, 2025, we had registered 21 invention patents and two software copyrights in connection with
our i-Galaxy AI Marketing. i-Galaxy AI Marketing leverages a suite of patented technologies and software
copyrights to enhance efficiency, automation, and precision in digital services, particularly in intelligent
marketing, customer management, and AI-driven automation. By utilizing parallel processing for seamless call
connections, and optimizing real-time customer service resources, i-Galaxy AI Marketing improves response
times, service reliability, and user experience. It also integrates AI-powered recommendation engines, behavioral
analytics, and automated data processing to create highly personalized marketing while lowering costs, especially
when collaborating with our i-Magellanic Medical Digitalization and i-Odin Content Creation modules.
Furthermore, advanced middleware and distributed computing mechanisms enhance system stability, scalability,
and security, ensuring efficient task scheduling, real-time data synchronization, and optimal resource utilization
in high-concurrency environments. These innovations collectively strengthen our competitive advantage in
intelligent marketing, customer service automation, and large-scale data processing.
i-Centaurus User Platform . We generate detailed health profiles using AI models and user health data to
accurately analyze health status, identify risk factors, and provide personalized recommendations. This assists in
medical decision-making, disease prevention, and holistic health management services for our users. Specifically,
as part of our smart health management service provided through Weixin mini-programs or WeCom accounts,
we leverage the AI-generative capabilities in our i-Centaurus User Platform to allow our individual users to enter
an AI Q&A chat room, where our users can raise health-related questions and receive AI-generated answers to
their questions promptly.
– 188 –


--- page 198 ---
BUSINESS
As of June 30, 2025, we had registered eight invention patents, 14 software copyrights and four algorithm
filings in connection with our i-Centaurus User Platform. i-Centaurus User Platform leverages patented
technologies, software copyrights, and algorithmic innovations to enhance efficiency, security, and automation
across healthcare, insurance, and intelligent service platforms. Additionally, advanced AI models power precise
medical diagnosis, personalized health management, and intelligent customer service, reducing manual workload
while improving accuracy and response times. i-Centaurus User Platform also incorporates incentive-driven
health engagement, predictive analytics for early disease detection, and AI-assisted traditional medicine
applications, strengthening its competitive edge in digital health, insurance technology, and smart service
automation.
i-Magellanic Medical Digitalization . We use AI for medical records digitalization, natural language
processing, and data mining to create i-Magellanic, which makes pharmaceutical research and development easier
for physicians and medical researchers by digitalizing an otherwise complex process of handling massive analog
data in disparate formats. It can analyze real-world data, and manage clinical trial data. These capabilities accelerate
drug development timelines and reduce costs. For instance, in clinical studies, physicians typically spend an average
of approximately 5.5 minutes manually entering 20 data items. With the medical data insights enabled by our
i-Magellanic Medical Digitalization, this process now takes less than one minute. As such, it greatly enhances data
collection efficiency, reduces the burden on medical staff, and enhances overall research productivity.
As of June 30, 2025, we had registered three invention patents and one software copyright in connection
with our i-Magellanic Medical Digitalization. i-Magellanic Medical Digitalization enhances medical imaging
management, database resource isolation, and user interface navigation by integrating automated data collection,
secure transmission, and intelligent workflow optimization. By enabling seamless ultrasound image capture and
secure data transfer, maintaining isolated database environments to prevent data cross-contamination, and
improving page navigation accuracy with adaptive logic, i-Magellanic Medical Digitalization significantly
boosts operational efficiency, data security, and user experience. This strengthens its competitive edge in
healthcare technology, enterprise database management, and digital platform usability.
i-Phoenix Enterprise Services . i-Phoenix uses AI to handle operations, manage risks, moderate content,
detect fraud by analyzing text, images, video, and other data. This helps automate tasks, reduce risks, and ensure
compliance with regulations for businesses.
As of June 30, 2025, we had registered six invention patents and one software copyright in connection with
our i-Phoenix Enterprise Services. i-Phoenix Enterprise Services enhances risk management, user behavior
analysis, and data security through advanced AI-driven analytics, credit assessment, and automated anomaly
detection. i-Phoenix Enterprise Services improves fraud prevention accuracy, optimizes data integrity, and
streamlines operational efficiency, ultimately strengthening its competitive edge in enterprise services, financial
risk control, and high-quality software testing.
i-Odin Content Creation. With generative AI models, we now automate the production of creative marketing
content and help doctors and medical researchers generate educational content on a large scale, such as health and
insurance knowledge for public education purpose. As of June 30, 2025, we had jointly produced over 1,077,100
health education contents, including primarily more than 888,900 articles and more than 174,800 video contents, with
i-Odin, significantly enriching the health content services available to users on our platform.
As of June 30, 2025, we had registered four invention patents, one software copyright and two algorithm
filings in connection with our i-Odin Content Creation. i-Odin Content Creation leverages advanced search
algorithms, distributed storage, and AI-driven content generation to enhance efficiency, scalability, and accuracy
in real-time data processing and intelligent content creation. By utilizing AC automata for high-speed keyword
matching, dynamic distributed storage for video data management, and fine-tuned large models for automated
text generation, i-Odin Content Creation significantly reduces response time, optimizes resources, and improves
content production efficiency while lowering operational costs. This strengthens its competitive edge in big data
analytics and AI-driven content services. For instance, leveraging our i-Odin Content Creation , as of June 30,
2025, 60% of educational videos published under our digital marketing (market education services) were edited
by AI, leading to a corresponding 60% reduction in outsourcing costs. Additionally, we use AI technology for
automated video quality inspection and AI-assisted article review to evaluate educational content. Our platform
can review a 1,000-word educational article within one minute, significantly surpassing the average human
reading speed of over three minutes per 1,000 words.
– 189 –


--- page 199 ---
BUSINESS
Specifically, in mid-2023, we launched a generative AI tool, Dr. GPT , to create several innovative
applications, covering intelligent consultations, personalized health management, chronic disease monitoring,
and psychological counseling. Moreover, Dr. GPT has significantly enhanced the diagnostic and treatment
capabilities of medical professionals, and offers a one-stop pre-analysis capability, allowing doctors to conduct
case organization and data analysis. Dr. GPT helps doctors generate reference diagnoses based on patient
symptoms and perform in-depth analysis of medical case data to uncover potential health risks. Dr. GPT was
elected by the China Association of Small and Medium Enterprises for the “AI Solutions for SME - Global AI
Recommended Solutions for Small and Medium Enterprises” at the 2025 World Artificial Intelligence
Conference in July 2025, and recognized as a “Typical Case of AI Empowering Industry Development in
Beijing” at the Global Digital Economy Conference in July 2025. As of the Latest Practicable Date, we have
joined several industry organizations as an ordinary member, including the Beijing Artificial Intelligence
Industry Alliance, the Artificial Intelligence Committee of China National Information Technology
Standardization Network, the China Artificial Intelligence Industry Development Alliance, the Zhongguancun
Digital Smart Artificial Intelligence Industry Alliance, and the China Cyberspace Security Association.
Research and Development
During the Track Record Period, we have been continuously investing in our research and development. Our
research and development efforts mainly focus on product and technology development, process automation, AI
and big data analytics technologies. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, our
research and development expenses were RMB52.8 million, RMB61.4 million, RMB72.0 million,
RMB32.8 million and RMB35.4 million, respectively, representing 13.4%, 12.5%, 7.6%, 9.2% and 5.4% of our
revenue in the same periods, respectively. As of the Latest Practicable Date, we had assembled a dedicated R&D
team of 86 members with background and experience in the relevant fields such as AI, data science and computer
engineering, representing 40.2% of our total headcount as of the same date.
SALES AND MARKETING
Sales
We have a professional sales and marketing team to enhance our market reach and penetration. As of the
Latest Practicable Date, our sales and customer service team had 21 members with specializations in different
regions and healthcare- and insurance-related industries to understand our customer and user needs and changes
in market trends and capture new business opportunities more effectively.
We directly promote and sell our services to customers. See “—Our Customers and Suppliers—Our
Customers” for details. Our sales and marketing team communicates directly with potential customers or their
representatives, collects information about their demands and budgets, and transmits these inputs to our product
team and other relevant departments to design and generate the applicable products and services.
For our Healthcare-related Services , we primarily solicit customers directly, by ways of client visits, client
referrals, and participating in academic conferences and trade shows. On the other hand, for our Insurance-
related Services, we primarily rely on our in-house sales capability to conduct insurance product sales for insurer
partners. To a lesser extent, we engage marketing agents to facilitate sales of insurance products of our insurer
partners. We do not engage marketing agents for the sales of our Healthcare-related Services.
In 2022, 2023, 2024 and the six months ended June 30, 2025, we engaged seven, 14, 19, and 17 marketing
agents to facilitate insurance product sales for our Insurance-related Services . Except for Zhongyi Hulian, our
online illness fundraising platform which was carved out in 2024, all the marketing agents are independent third
parties. These marketing agents can be further categorized into two types, i.e., insurance brokers or agents, and
agents of traffic acquisiton and promotion channels. Because these two types of marketing agents have different
functions and responsibilities, we typically sign separate agreements.
• Insurance brokers or agents . Insurance brokers or agents are responsible for promoting insurance
products and services. We select them based on their experience and expertise, communication skills,
reputation, and service fees. We pay them a commission fee based on the amount of insurance
premium sold through such marketing agents. During the Track Record Period, our commission fee
rate with such marketing agents is typically 30% to 35%. We collaborate with this type of marketing
– 190 –


--- page 200 ---
BUSINESS
agents because they act as agents to sell our insurance products through multiple media channels, such
as website, article, video, and advertising.
• Agents of traffic acquisition and promotion channels . Traffic acquisition and promotion channels
typically provide services for email marketing, mobile marketing and WeChat group marketing. We
select them based on their experience and expertise, technical skills, brand and reputation, and service
fees. We collaborate with this type of marketing agents because they mainly provide information
technology services to acquire users.
For insurance broker services provided by insurance brokers or agents, we pay them a commission fee
typically ranging from 30% to 35% during the Track Record Period, based on the amount of insurance premium
sold through such marketing agents. We also engage both types of marketing agents for traffic acquisition and
promotion services and typically incur two types of expenses: (1) we primarily pay a service fee based on the
amount of insurance premium sold through them at a rate typically ranging from 25% to 75% during the Track
Record Period, depending on the volume of user traffic; and (2) to a lesser extent, we settle with these traffic
acquisition and promotion channels based on the number of completed policies, with a rate of RMB300 per
policy during the Track Record Period. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025,
we paid insurance channel expenses of RMB55.5 million, RMB30.3 million, RMB55.4 million,
RMB19.2 million and RMB19.9 million, respectively, to the two types of marketing agents. In 2022, 2023, 2024
and the six months ended June 30, 2024 and 2025, the amount of insurance premium sold through the marketing
agents was RMB58.1 million, RMB72.6 million, RMB77.9 million, RMB19.2 million and RMB16.3 million,
respectively, and our direct revenue attributable to such marketing agents was RMB12.1 million,
RMB19.0 million, RMB25.3 million, RMB8.4 million and RMB5.0 million in the same years, respectively.
Generally, we are responsible for dealing with disputes involving our marketing agents arising from the
insurance purchases processes. The salient terms of our agreements with our marketing agents are set forth as
follows.
• Terms. The term of our collaboration agreement typically ranges from one to five years.
• Pricing and payment. We pay commission fees to marketing agents, typically based on the premium
attributable to such marketing agents. We typically review account records and settle payment on a
monthly basis.
• Representatives and undertakings. We undertake to provide authentic product information to marketing
agents. Our marketing agents undertake to supply authentic information of potential insurance
purchasers in a legally compliant manner.
• Termination. The agreement can be terminated upon mutual consent.
During the Track Record Period and up to the Latest Practicable Date, our agents of traffic acquisition and
promotion channels only provided marketing and traffic acquisition services for our insurance brokerage
services, without providing any sales consultation, premium calculation, or price comparison services. Our sale
of insurance product are all ultimately completed on our own platforms and no administrative penalty or
investigation had been imposed or launched by the competent authorities against us in relation to our engagement
of marketing agents. Based on the above, as advised by our PRC Legal Advisor, our engagement of marketing
agents for our insurance brokerage services does not violate applicable PRC laws and regulations regarding
internet insurance and insurance brokerage in any material respects.
Marketing and Branding
We believe our product offerings, as well as word-of-mouth marketing, have helped us achieve, and will
continue to drive, organic growth in our users. We also believe brand recognition is critical to our ability to
maintain a market leadership, and our general marketing efforts are designed to enhance our brand awareness and
reputation among users, customers and other business partners. We have adopted a variety of online and offline
promotional and educational activities, including advertising placements through major social networks and
search engines, facilitation of charity events, and dissemination of informational articles through our social
network accounts.
– 191 –


--- page 201 ---
BUSINESS
We utilize AI and data analytics technologies to increase the efficiency of our marketing initiatives. Our
contextual analysis engine parses all data properties, facilitating the understanding of the context and content
which our users are interacting in and with, including, among other things, consultation conversations, articles,
videos, health mall searches and advertisements. Our user profiling engine infers from the data generated
through, and processed by, our contextual analysis engine a user’s interest, demographic, intentions and other
features by drilling down through multi-dimensional data, and dynamic correlation analysis. We pre-package our
user profiles into audience groups for precise marketing as well as to continuously engage our users with content
of relevance. We also leverage these data to launch jointly developed products that speak to the demands and
preferences of a cohort of specific users.
Customer Services
Our in-house customer service team is primarily responsible for providing concierge services to better serve
our users at different stages of their engagement with our platform. In addition to responding to user inquiries
and addressing their complaints, our customer service team closely interacts with customers and follows up with
their needs, such as providing guidance on add-on and optimization of their insurance coverage. We have also
developed AI-driven response automation systems to manage simultaneous user and customer inquiries and as a
result, reduce labor costs. See “—Our Technology and Research and Development—Our Digital
Infrastructure—AIcare.”
We record all user and customer feedback, complaints and conduct survey periodically. Our management
team evaluates user and customer feedback, complaints and survey results on a regular basis and perform root-
cause analysis to identify the underlying reasons for any dissatisfaction. Once such causes have been identified,
we devise improvement measures and execute accordingly. We also continuously exercise quality control of the
customer service provided by our customer service team to ensure that our brand image is not tarnished by
substandard services, and we use a customer service automation system to track each customer inquiry until it is
resolved. We also regularly provide training programs to our customer service staff. During the Track Record
Period, we were not involved in any material customer or user complaints.
OUR CUSTOMERS AND SUPPLIERS
Our Customers
Our customers primarily include (1) insurer partners, (2) pharmaceutical companies, and (3) individual
customers for our integrated health service packages. Revenue generated from our top five customers accounted
for 75.4%, 71.7%, 65.6%, and 65.9% of our total revenue in each year/period during the Track Record Period,
respectively, and revenue generated from our largest customer accounted for 35.1%, 25.3%, 22.9%, and 25.0% of
our total revenue in the same periods, respectively. We typically settle payments with our top five customers with
bank transfers. The following table sets forth certain information about our top five customers in each year/
period during the Track Record Period.
Customer
Transaction
amount
Percentage
of revenue
contribution
Commencement
of collaboration
Credit
period
Services provided by us
(RMB in
millions) (%) (Year) (Months)
For the year ended December 31, 2022
Customer A(1) ..... 138.3 35.1 2019 Three Insurance brokerage services, insurance
technical services and healthcare services
Customer B(2) ..... 77.7 19.7 2017 Three Insurance brokerage services, insurance
technical services and healthcare services
Customer C(3) ..... 29.8 7.6 2020 Three Insurance brokerage services and insurance
technical services
Customer D(4) ..... 28.2 7.2 2018 Three Insurance brokerage services, insurance
technical services and healthcare services
Customer E(5) ...... 22.6 5.8 2019 Three Insurance technical services
Total ............ 296.6 75.4 —— —
– 192 –


--- page 202 ---
BUSINESS
Customer
Transaction
amount
Percentage
of revenue
contribution
Commencement
of collaboration
Credit
period
Services provided by us
(RMB in
millions) (%) (Year) (Months)
For the year ended December 31, 2023
Customer B(2) ..... 124.2 25.3 2017 Three Insurance brokerage services, insurance
technical services and healthcare services
Customer A(1) ..... 121.5 24.8 2019 Three Insurance brokerage services, insurance
technical services and healthcare services
Customer C(3) ..... 47.1 9.6 2020 Three Insurance brokerage services and insurance
technical services
Customer F(6) ...... 30.4 6.2 2023 Three Early disease screening related promotion
and consultancy services
Customer G(7) ..... 28.3 5.8 2023 Two Marketing services
Total ............ 351.5 71.7 —— —
For the year ended December 31, 2024
Customer H(8) ..... 216.7 22.9 2024 Three Digital Marketing (market education
services)
Customer I(9) ...... 162.5 17.2 2023 Three Digital Marketing (market education
services) and digital medical research
assistance
Customer A
(1) ..... 103.9 11.0 2019 Three Insurance brokerage services, insurance
technical services and healthcare services
Customer B(2) ..... 78.9 8.3 2017 Three Insurance brokerage services, insurance
technical services and healthcare services
Customer J(10) ..... 58.1 6.2 2023 Three Digital marketing (market education
services)
Total ............ 620.1 65.6 —— —
For the six months ended June 30, 2025
Customer I(9) ...... 164.1 25.0 2023 Three Digital marketing (market education
services)
Customer H(8) ..... 152.8 23.3 2024 Three Digital marketing (market education
services) and digital medical research
assistance
Customer A
(1) ..... 46.1 7.0 2019 Three Insurance brokerage services, insurance
technical services and healthcare services
Customer K(11) ..... 39.6 6.0 2023 Three Digital marketing (market education
services)
Customer B(2) ..... 29.9 4.6 2017 Three Insurance brokerage services, insurance
technical services and healthcare services
Total ............ 432.5 65.9 —— —
(1) Customer A was founded in 2017, and is China’s first mutual insurance organization approved by the State Council. The company
provides short-term health, accident, credit, and guarantee insurance. It focuses on innovative mutual insurance services.
(2) Customer B was established in 2015, and focuses on innovative internet -based insurance products. It specializes in property, liability, health,
and motor vehicle insurance while integrating deeply with medical and internet ecosystems to provide convenient and affordable services.
(3) Customer C was founded in 1988 in Shenzhen, and is listed on both the Shanghai and Hong Kong Stock Exchanges. It provides a wide
range of insurance products, including car, health, and liability insurance, and consistently achieves strong financial growth and customer
satisfaction.
(4) Customer D was established in 2011, and operates nationwide with over 180 branches, offering property, liability, credit, and health
insurance, along with reinsurance and fund management services.
(5) Customer E was founded in 2010, and is a national insurance agency approved by the China Insurance Regulatory Commission. The
company specializes in providing professional insurance agency services across multiple sectors, emphasizing quality customer support
and market coverage.
(6) Customer F was established in 2016, and focuses on supply chain and commodity trading. It is a subsidiary of a Hong Kong Stock
Exchange-listed company.
(7) Customer G was founded in 2018, and offers cloud computing, big data, and digital asset services. It specializes in enterprise consulting,
operational support, and value-added services across industries.
– 193 –


--- page 203 ---
BUSINESS
(8) Customer H was established in 1993, and is a high-tech enterprise specializing in the R&D, production, and sales of biopharmaceuticals,
particularly recombinant and gene-engineered protein drugs targeting kidney diseases, tumors, and infectious diseases. The company was
listed on the Hong Kong Stock Exchange.
(9) Customer I was headquartered in Jinan, Shandong, and is a comprehensive and modern pharmaceutical enterprise specializing in the
development, production, and sales of formulations and active pharmaceutical ingredients for oncology, cardiovascular, anti-infection,
mental health, and ophthalmic diseases. The company employs over 30,000 people and is recognized as a leading player in the industry.
(10) Customer J was established in 1995 in Tibet, and has focused on the R&D, production, and sales of Tibetan medicine. Its product
portfolio covers multiple fields, including musculoskeletal, neurological, cardiovascular, and respiratory systems. The company is listed
on the Shenzhen Stock Exchange.
(11) Customer K was established in 2001 and is a pharmaceutical wholesaler. Its parent company was founded in 1971 and has a vast product
lineup that includes chemical drugs, traditional Chinese medicines, and biological products.
In each year/period during the Track Record Period and up to the Latest Practicable Date, we had not
experienced material customer complaints in relation to our services or material breaches of our service
agreements. All of our top five customers in each year/period during the Track Record Period are independent
third parties, and as of the Latest Practicable Date, none of our Directors, their close associates or any
shareholders which, to the best knowledge of our Directors, owned more than 5% of our issued share capital, had
any interest in any of our top five customers in each year/period during the Track Record Period. During the
Track Record Period, one of our customers, Sunshine Property and Casualty Insurance Co., Ltd., was affiliated
with, Sunshine Life Insurance Corporation Limited, one of our Shareholders. Our transactions with Sunshine
Property and Casualty Insurance Co., Ltd. were conducted under normal commercial terms.
Overlapping Supplier and Customer
During the Track Record Period, one of our top five customers, i.e., Customer E, was among our top five
suppliers, i.e., Supplier E. We primarily provided insurance technical services to Customer E/Supplier E and
engaged it as one of our insurance channels, and to a lesser extent, purchased its technical services in connection
with business leads screening. Negotiations of the terms of our sales to and purchases from Customer E/Supplier
E were conducted on an individual basis and the sales and purchases were neither inter-connected nor inter-
conditional with each other. All of our sales to and purchases from Customer E/Supplier E were conducted in the
ordinary course of business under normal commercial terms and in arm’s length transactions. The sales to and
purchases from Customer E/Supplier E were for the needs arising from the ordinary course of each other’s
business. During the transactions, we communicated and collaborated with different teams and different
departments with Customer E/Supplier E, with no overlapping teams and departments. In 2022, 2023, 2024 and
the six months ended June 30, 2025, the revenue from Customer E/Supplier E was RMB22.6 million,
RMB16.2 million, RMB37.3 million and RMB25.4 million, respectively, accounting for 5.8%, 3.3%, 3.9% and
3.9% of our total revenue in the same periods, respectively. In 2022, 2023, 2024 and the six months ended
June 30, 2025, the purchase amount from Customer E/Supplier E was RMB11.0 million, RMB2.3 million,
RMB34.8 million and RMB20.4 million, accounting for 6.4%, 0.8%, 4.6% and 3.8% of our total purchases in the
same periods, respectively. We recognized RMB11.0 million, RMB2.3 million, RMB24.0 million and
RMB13.5 million of such purchase amount as cost of revenue in 2022, 2023, 2024 and the six months ended
June 30, 2025, respectively, and nil, nil, RMB10.8 million and RMB6.8 million as sales and marketing expenses
for the same periods, respectively.
Our Suppliers
Our suppliers primarily include healthcare service providers and marketing agents that serve as insurance
sales channels, all of which are located in China. We select our suppliers based on (1) their service quality;
(2) our cooperation relationship with the supplier; (3) their technology expertise, qualifications and industry
reputation; and (4) pricing. Purchase from our top five suppliers accounted for 42.0%, 36.1%, 70.1% and 77.4%
of our total purchases in each year/period during the Track Record Period, respectively, and purchase from our
largest supplier accounted for 11.3%, 9.9%, 41.1% and 37.7% of our total purchases in the same periods,
respectively. We typically settle with our top five suppliers with bank transfer. The following table sets forth
certain information about our top five suppliers in each year/period during the Track Record Period.
– 194 –


--- page 204 ---
BUSINESS
Supplier
Transaction
amount
Percentage
of total
purchases
Commencement
of collaboration
Credit
period
Services procured by us
(RMB in
millions) (%) (Year) (Months)
For the year ended December 31, 2022
Supplier A(1) ......... 19.3 11.3 2022 Three Insurance marketing services in
identifying and assessing purchase
interests
Supplier B
(2) ......... 16.7 9.8 2022 Two Services included in the integrated
health service package
Supplier C(3) ......... 13.4 7.9 2021 Two Promotion and distribution
channels for insurance services
Supplier D(4) ......... 11.2 6.6 2022 Two Services included in the integrated
health service package
Supplier E(5) ......... 11.0 6.4 2020 Three Insurance marketing services in
connection with potential
purchaser screening
Total .............. 71.6 42.0 —— —
For the year ended December 31, 2023
Supplier F(6) .......... 28.9 9.9 2023 Three Services included in the integrated
health service package
Supplier A(1) ......... 25.6 8.8 2022 Three Insurance marketing services in
identifying and assessing purchase
interests
Supplier G
(7) ......... 18.9 6.5 2023 Three Services included in the integrated
health service package
Supplier H(8) ......... 18.1 6.2 2023 Three Content development services
Supplier I(9) .......... 13.8 4.7 2023 Three Services included in the integrated
health service package
Total ............... 105.3 36.1 —— —
For the year ended December 31, 2024
Supplier H(8) ......... 316.8 41.1 2023 Three Content development services
Supplier J(10) ......... 146.2 19.0 2024 Three Content development services
Supplier E(5) ......... 34.8 4.5 2020 Three Insurance marketing services in
connection with potential
purchaser screening
Supplier D
(4) ......... 24.8 3.2 2022 Three Services included in the integrated
health service package
Supplier A(1) ......... 18.3 2.4 2022 Three Insurance marketing services in
identifying and assessing purchase
interests
Total ............... 540.8 70.2 —— —
For the six months ended June 30, 2025
Supplier H(8) ......... 204.7 37.7 2023 Three Content development services
Supplier J(10) ......... 178.2 32.8 2024 Three Content development services
Supplier E(5) ......... 20.4 3.8 2020 Three Insurance marketing services in
connection with potential
purchaser screening
Supplier K
(11) ......... 9 . 3 1 . 7 2022 Three Marketing and promotion services
Supplier L(12) ......... 7 . 7 1 . 4 2022 Three Marketing and promotion services
Total ............... 420.3 77.4 —— —
– 195 –


--- page 205 ---
BUSINESS
(1) Supplier A was established in 2021, and Supplier A collaborates with reputable domestic insurance companies and launches customized
insurance providers and provides health management services.
(2) Supplier B operates as an integrated service provider for the insurance industry. It offers three major product lines: medical expense
payment, claims risk management, and rescue and health management services.
(3) Supplier C was established in 2020, and deregistered in June 14, 2022. This company focused on IT services, Class III medical device
retail, supply chain management, and various consulting services. It also offered health management, transportation services, and retail
solutions.
(4) Supplier D was founded in 2020, and specializes in technology services, health consulting, remote health management, and internet
security. It also provides education consulting, translation, and data services, focusing on integrating technology with healthcare and
professional development.
(5) Supplier E was established in 2017 and provides professional private traffic sales and full-channel operations solutions, catering to
businesses seeking expertise in e-commerce and digital marketing strategies.
(6) Supplier F is committed to the integrated application of 5G, big data, and AI technologies to provide business design and informatization
support, and the business of Supplier F encompasses medical insurance informatization construction, comprehensive medical insurance
services, talent training, and data security.
(7) Supplier G was established in 2021, and provides technical services in pharmaceuticals, domestic and international logistics, medical
device sales, and e-commerce. Its diverse business includes advertising, cultural exchange, and consulting.
(8) Supplier H was established in 2016, and focuses on internet-related services and flexible employment solutions. The reasons for the
substantial increase in purchases from Supplier H is because our revenues of market education services and digital medical research
assistance increase significantly in 2024, and we paid the expenses of such services through Supplier H to medical professors or doctors
that provide relevant scientific content and research support.
(9) Supplier I was established in 2017, and provides advanced healthcare and payment solutions. The main business of Supplier I includes
innovative payment services, customized insurance services, patient benefit and rehabilitation management.
(10) Supplier J was founded in 2023, and specializes in software development, IT consulting, cloud computing, data processing, and digital
technology services. Its diverse offerings include logistics, advertising, health consulting, digital content creation, and IoT technology
services.
(11) Supplier K was established in 2014, and is committed to integrated cultural and media services to provide comprehensive advertising and
promotional support, and the its business encompasses planning and execution of cultural events, media publishing, brand marketing, and
artistic exchange programs.
(12) Supplier L was established in 2018, and is committed to the integrated application of digital media and technology to provide innovative
marketing and communication solutions, and its business encompasses multimedia content creation, digital advertising, brand strategy
consulting, and technology-driven marketing campaigns.
In each year/period during the Track Record Period and up to the Latest Practicable Date, we had not
experienced material breaches of our agreements with our suppliers. All of our top five suppliers in each year/
period during the Track Record Period are independent third parties. As of the Latest Practicable Date, none of
our Directors, their close associates or any shareholders which, to the best knowledge of our Directors, owned
more than 5% of our issued share capital, had any interest in any of our top five suppliers in each year/period
during the Track Record Period. During the Track Record Period, one of our suppliers, Tenpay Payment
Technology Co., Ltd, was affiliated with, Chinese Rose Investment Limited, one of our Shareholders. Our
transactions with Tenpay Payment Technology Co., Ltd. were conducted under normal commercial terms.
DATA PRIVACY AND SECURITY
Our platform collects and processes certain personal data and other sensitive information provided by users
and our customers. Such information includes individuals’ identity information, network identity information,
health and physical information and internet records. In accordance with applicable PRC laws and regulations,
our privacy policies with our users and customers have informed them of the purpose, scope and method of use
of information collection. We obtain user consent by requiring them to check the box of the privacy policy. We
collect and process personal data in strict compliance with applicable laws and regulations, and ensure that such
collection and processing are conducted to the extent necessary and reasonable for legitimate purposes.
We are committed to protecting security and privacy of our user information. We take safety precautions in
confidential information storage. Our IT network is configured with multiple layers of protection to secure our
databases and servers. To protect security throughout the various stages of our daily operation and data analytics,
all user data tagged and processed and our testing data are stored on our firewall-protected physical servers and
our cloud storage system operated by prominent third-party cloud service providers. We back up user data on a
daily basis in various separated secured data back-up systems to minimize the risk of user data loss or leakage.
We also conduct frequent reviews of our back-up systems to ensure that they function properly and are well
maintained. We believe we maintain stable, reliable, secure, and scalable technology infrastructure that is
compatible to our growing business. During the Track Record Period, we had not experienced any major
cybersecurity or data security incident.
– 196 –


--- page 206 ---
BUSINESS
As our business depends on the trust in us and our platform, we are committed to protecting all confidential
information relating to our users. We maintain strict control over access to personal data and strict assessment
and approval procedure to prohibit invalid or illegitimate uses. We limit any access based on necessity and
maintain record of data access. We have passed the grade III certification of the national information security
protection system in China.
We sometimes collect data from our online platform users, which are strictly limited to personal information such
as the user’s name, telephone number and network identification information and other data such as the educational
articles that are necessary for us to provide services to our users. We obtain prior consent from users for user data we
collect, and have adopted stringent policies to ensure that our collection and usage of data is in compliance with the
relevant laws and regulations. The registration processes require the user to provide consents to allow us to collect,
process and use data necessary for providing our services. We may also obtain data from third parties during our digital
medical research assistance services. A participating user will provide our collaborating hospitals or doctors involved
in digital medical research assistance projects with an informed consent letter which authorizes them to provide the
user data to us. We will then de-identify or anonymize the user data we received for medical research analysis such as
performing statistical analysis on anonymized user health data to provide analytical insights for safe clinical
medication use, which is within the user consent. We protect personal information by encrypting sensitive and
confidential personal information at the time of transmission and by reducing the sensitivity of the display of such
information. We use various encryption and desensitization technologies at software level to protect the transmission
and storage of personal data. We store personal data in accordance with applicable laws and regulations and all our
data are stored within China. We conduct periodic testing and assessment to determine the efficiency of our data
processing and management technologies. we also use anti-malware, endpoint protection, network protection, security
monitoring and application and platform security tools to protect data privacy. To minimize the risk of data loss or
leakage, we conduct regular data backup and data recovery tests. We continuously refine our proprietary technologies
to strengthen the reliability, stability and security of our database.
Our personal information protection policy ensures compliance with PRC regulations by implementing strict
measures for data collection, storage, transmission, processing, and sharing. Our policy mandates transparency,
user consent, encryption, minimal authorization, and secure data handling. Users have rights to access, modify,
and delete their data, with clear procedures for withdrawal of consent. Third-party processing requires
contractual oversight, and data transfers undergo strict evaluation. For example, we only share user information
with third parties after the necessary user consent has been obtained, and solely for lawful, legitimate and
necessary purposes. Our privacy policy outlines the categories of entrusted third parties. We limit the scope of
shared information to what is strictly required. Additionally, our personal information protection management
policy mandates that any third-party engagement be governed by binding agreements that clearly specify the
purpose, duration, processing methods, categories of personal information involved, applicable security
measures, incident response mechanisms, and the rights and responsibilities of each party. These agreements also
require third parties to safeguard information privacy and security in compliance with relevant laws and
regulations. We are responsible for overseeing third-party information processing activities to ensure compliance.
Based on the Internal Control Consultant’s assessment, no significant deficiencies were found in our information
protection policies. Privacy impact assessments, incident response plans, and privacy-by-design principles are
integrated into product development. Regular audits, training, and regulatory updates ensure ongoing
compliance, with special protections for minors’ data. During the Track Record Period, we used the health data
collected under our services for training our machine learning algorithms and models after anonymizing the data,
which cannot be reversed to trace back to the relevant individuals.
During the Track Record Period and up to the Latest Practicable Date, there had been no investigation,
penalty or litigation relating to personality rights infringement or violation of data privacy and protection against
us that would materially and adversely affect our business, and we were in compliance in all material respects
with all applicable PRC laws and regulations with respect to data privacy and protection.
COMPETITION
We face competition with respect to each aspect of our business, and thus may compete with traditional
insurance companies, online insurance service platforms, and healthcare service providers.
We compete primarily on the following factors:
• capability to attract and retain sufficient users and convert user purchase;
– 197 –


--- page 207 ---
BUSINESS
• capability to establish and maintain relationships with insurer partners and other business partners;
• technology infrastructure and data analytics capabilities;
• scope and diversity of our services and products on our platform; and
• brand recognition.
We believe we compete favorably across these factors. However, some of our competitors and potential
competitors may have greater brand name recognition, longer operating histories, larger marketing budgets and
established marketing relationships, and greater resources for the development of their services. For additional
information about the risks to our business related to competition, see “Risk Factors—Risks Relating to Our
Business and Industry—We face various forms of competition, and if we fail to compete effectively, we may lose
market shares and our business, results of operations and prospects may be materially and adversely affected.”
LICENSES, PERMITS AND APPROVALS
During the Track Record Period and as of the Latest Practicable Date, we had obtained all licenses, permits,
and certificate necessary to conduct our operations in all material respects from the relevant government
authorities in China, and such licenses, permits and approvals remained in effect as of the Latest Practicable
Date. In particular, as advised by our PRC Legal Advisor, we are not required to obtain an ICP License for our
current business operations, according to applicable PRC laws and regulations. The following table sets forth a
list of material licenses, permits, and approvals held by us as of the Latest Practicable Date.
License/Permit Holder Grant date Expiry date
Insurance Brokerage License QingSongBao May 26, 2011 May 22, 2026
Information System Security Level Protection
Filing Certificate (Level 3)
Qingsongchou
Network
July 7, 2016 —
Registration Information form for Third-party
Platform Provider for Online Food Transaction
Qingsongchou
Network
October 22, 2019 —
Information System Security Level Protection
Filing Certificate (Level 3)
QingSongBao November 24, 2020 —
Information System Security Level Protection
Filing Certificate (Level 3)
Qingsong Health November 17, 2020 —
Filing Form for Pre-packaged Food-Only
Retailers
Qingsongchou
Network
May 19, 2025 —
Food Business License Qingsong Health November 17, 2025 November 16, 2030
Registration Information Form for Food
Production and Operation Businesses
Conducting Transactions Through Self-
Established Websites
Qingsong Health June 11, 2021 —
Information System Security Level Protection
Fling Certificate (Level 3)
Qingsong Yikang June 21, 2023 —
Beijing Specialized, Refined, Distinctive, and
Innovative Small and Medium-sized
Enterprises
Qingsong Yikang June 2023 June 2026
Certificate of Quality Management System Qingsong Yikang March 19, 2024 March 18, 2027
Certificate of Information Security Management
System
Qingsong Yikang May 10, 2024 May 9, 2027
Certificate of Compliance Management System Qingsong Health July 30, 2024 July 29, 2027
Certificate of Intellectual Property Advantage
Unit
Qingsong Yikang December 2024 —
– 198 –


--- page 208 ---
BUSINESS
License/Permit Holder Grant date Expiry date
Certificate of Intellectual Property Compliance
Management System
Qingsong Yikang December 24, 2024 December 29, 2026
Certificate of Environmental Management
System
Qingsong Yikang February 28, 2025 February 27, 2028
Certificate of Occupational Health and Safety
Management System
Qingsong Yikang February 28, 2025 February 27, 2028
Value-Added Telecommunications Service
Operating License (Online Data Processing
and Transaction Processing Services limited to
operating e-commerce)
Qingsong Yikang May 24, 2024 May 24, 2029
Value-Added Telecommunications Service
Operating License (Online Data Processing
and Transaction Processing Services limited to
operating e-commerce)
Qingsong Health June 6, 2025 June 6, 2030
Value-Added Telecommunications Service
Operating License (Online Data Processing
and Transaction Processing Services limited to
operating e-commerce)
Qingsongchou
Network
May 30, 2025 May 30, 2030
INTELLECTUAL PROPERTY
Intellectual property rights are fundamental to our business, and we devote significant time and resources to
their development and protection. We rely on a combination of contractual restrictions, confidentiality
procedures, and intellectual property registrations to establish and protect our proprietary technologies. As of
June 30, 2025, we had registered 256 trademarks, 136 patents, 39 software copyrights, 18 copyrights of works
and 27 domain names in China and overseas. See “Statutory and General Information—B. Further Information
about Our Business—2. Our Material Intellectual Property Rights” in Appendix IV to this prospectus for details.
We have used our best efforts to ensure compliance with applicable intellectual property laws. Our Directors
confirmed that, during the Track Record Period and up to the Latest Practicable Date, we were not involved in
any intellectual property infringement actions brought by third parties. Our Directors further confirm that we
were not involved in any intellectual property infringement actions that, individually or in the aggregate, would
have a material and adverse effect on our business, financial condition and result of operations. See “Risk
Factors—Risks Relating to Our Business and Industry—We may be subject to intellectual property infringement
claims, which may be expensive to defend against and may disrupt our business and operations.”
We protect our intellectual property through strategic planning, such as submitting intellectual property
registrations and applications, anti-counterfeiting mechanism, especially for trademarks and designs, and
litigation mechanism to defend against any existing or potential intellectual property infringement. Despite our
efforts, third parties may still obtain and misappropriate our intellectual property without authorization. As of the
Latest Practicable Date, we did not find any of such misappropriations of our intellectual property rights.
However, unauthorized use of our intellectual property by third parties and the expenses incurred in protecting
our intellectual property rights may adversely affect our business and results of operations. For details of related
risk, see “Risk Factors—Risks Relating to Our Business and Industry—Any failure to protect our intellectual
property could harm our business and competitive position.”
– 199 –


--- page 209 ---
BUSINESS
EMPLOYEES
We had 214 full-time employees as of Latest Practicable Date, substantially all of whom were located in China.
The following table sets forth the number of our full-time employees by function as of Latest Practicable Date:
Function
Number of
Employees
% of Total
Employees
Information technology research and development ............................. 86 40.2%
Business operation ...................................................... 66 30.8%
General and administrative ................................................ 41 19.2%
Sales and customer service ................................................ 21 9.8%
Total ................................................................. 214 100.0%
Our success depends on our ability to attract, retain and motivate qualified personnel. We recruit new
employees through lateral and campus recruiting. We evaluate each candidate based on their interview
performance, relevant experience, application motives, willingness to learn, and compatibility with our company
culture. As part of our human resources strategy, we offer employees competitive salaries, performance-based
cash bonuses and other incentives. We have adopted a training protocol, pursuant to which we provide
pre-employment training and regular continuing management and technical training to our employees.
As required under PRC labor laws, we enter into individual employment contracts with our employees
covering matters such as wages, bonuses, employee benefits, workplace safety, confidentiality obligations,
non-competition and grounds for termination. In compliance with PRC regulations, we participate in various
employee social security plans that are organized by applicable local municipal and provincial governments,
including pension, medical, work-related injury, childbirth, unemployment insurance, and housing fund.
As of the Latest Practicable Date, we had formed employee unions. We believe we maintain a good working
relationship with our employees and we had not experienced any material labor dispute or any difficulty in
recruiting or retaining staff for our operations during the Track Record Period and up to the Latest Practicable
Date.
PROPERTIES
As of the Latest Practicable Date, we operated our businesses through seven leased properties in Beijing,
Tianjin, Zhuhai and Wuhan, with a total gross floor area of approximately 1,759.5 square meters. All such
properties have been used for non-property activities as defined under Rule 5.01(2) of the Listing Rules and are
primarily used as office premises for our business operations.
Our lease agreements in respect of the abovementioned seven leased properties generally have expiration
dates ranging from March 31, 2026 to February 28, 2027. We plan to renew our leases or negotiate new terms
when the existing leases expire. All lessors are independent third parties. We did not experience material
difficulties in negotiating renewal of our leases with our landlords during the Track Record Period and up to the
Latest Practicable Date. As of the Latest Practicable Date, none of the properties leased or owned by us had a
carrying amount of 15% or more of our consolidated total assets. Therefore, according to Chapter 5 of the Listing
Rules and section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance with
Provisions) Notice (Cap. 32L of the Laws of Hong Kong), this prospectus is exempted from compliance with the
requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in
relation to paragraph 34(2) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance which requires a valuation report with respect to all our Group’s interests in land or buildings.
Pursuant to the applicable PRC laws and regulations, property lease agreements must be registered with the
local branch of the Ministry of Housing and Urban-Rural Development of the PRC (
ձ
ண௅). The registration of such leases will require the cooperation of our lessors. As of the Latest
Practicable Date, we had not obtained lease registration for two of our leased properties, which were mainly used
as office premises, with a gross floor area of approximately 105 square meters in China, primarily due to the
difficulty of procuring our lessors’ cooperation to register such leases. We will take all practicable and
reasonable steps to ensure that such leases are registered. As advised by our PRC Legal Advisor, the lack of the
– 200 –


--- page 210 ---
BUSINESS
abovementioned registration of the lease agreements will not affect the validity of such lease agreements,
according to applicable PRC laws and regulations as of the Latest Practicable Date. According to the relevant
PRC laws and regulations, we may be ordered by the relevant government authorities to register the relevant
lease agreements within a prescribed period, failing which we may be subject to a fine ranging from RMB2,000
to RMB20,000 for our non-registered leases. As of the Latest Practicable Date, we had not received any such
request or suffered any such fine from the relevant government authorities. We believe there are sufficient
alternative properties for rental if we were required to relocate due to such non-registration. Additionally, we
have enhanced internal management for selection of new rental properties and will search and rent properties that
can be subject to lease filing. We undertake to cooperate fully to facilitate the registration of lease agreements
once we receive any requirements from relevant government authorities. Base on the above, as advised by our
PRC Legal Advisor, the risk that we will be subject to material administrative penalties due to failure to register
such lease agreements is relatively low.
INSURANCE
We consider our insurance coverage adequate as we have in place all the mandatory insurance policies
required by PRC laws and regulations and in accordance with the commercial practices in our industry. Our
employee-related insurance includes pension, and medical, work-related injury, childbirth and unemployment
insurances, as required by PRC laws and regulations, as well as supplemental commercial medical insurance for
our employees.
We maintain various insurance policies to safeguard against risks and unexpected events. However, we do
not maintain any property insurance policies covering our equipment and facilities for losses due to fire,
earthquake, flood or any other disaster. Consistent with customary industry practice in China, we also do not
maintain business interruption insurance or keyman insurance for our executive officers. During the Track
Record Period and up to the Latest Practicable Date, we have not made or been the subject of any material
insurance claims. Any uninsured occurrence of business disruption, litigation or natural disaster, or significant
damages to our uninsured equipment or facilities could have a material adverse effect on our results of
operations. See “Risk Factors—Risks Relating to Our Business and Industry—Our insurance coverage may not
be adequate, which could expose us to significant costs and business disruptions.”
AWARDS AND RECOGNITION
During the Track Record Period, we have received recognition for the quality and popularity of our services
and technology advancements. The following table sets forth some significant awards and recognition we have
received.
Awarding
Year Award/Certificate Issuing Organization Award Entity
2024 Pioneer Company in Healthcare
Service Innovation (Core
Competitiveness)
Organizing Committee of
China International
Economic
Management
Technology Forum
Qingsong Yikang
2024 Service Innovation Case Bank of China Insurance
Media Co.
QingSongBao
2023 Excellent Case of People’s
Corporation with Social
Responsibility
People’s Daily Online Qingsongchou Network
2023 Healthcare Technology Company of
the Year
Shanghai United Media
Group, Interface News
Qingsong Yikang
2023 2023 Excellent Case of Corporation
with Social Responsibility
China Listed Companies
Development Forum
Qingsong Yikang
2022 2022 Cases for Healthy China
Innovative Practices (Health
Responsibility)
People’s Health of
People’s Daily Online
QingSongBao
– 201 –


--- page 211 ---
BUSINESS
LEGAL PROCEEDINGS
We may be subject to legal proceedings, investigations and claims arising in the ordinary course of our
business from time to time. During the Track Record Period and up to the Latest Practicable Date, we were not
involved in any litigation or arbitration proceedings pending or, to our knowledge, threatened against us or any of
our Directors that could have a material and adverse effect on our business, results of operations or financial
condition.
COMPLIANCE
We are subject to various regulatory requirements and guidelines issued by the regulatory authorities in
China, and we may be found non-compliant with applicable laws and regulations. See “Risk Factors—Risks
Relating to Our Business and Industry—The administration, interpretation and enforcement of the relevant laws,
regulations and regulatory requirements of certain industries where we conduct operations are rapidly evolving
and subject to changes. Non-compliance with these regulatory regimes or failure to respond to legal and
regulatory changes may materially and adversely affect our business and prospects” for details.
Specifically, in 2019, the pricing terms on our promotional materials for certain insurance products were
deemed by the relevant regulatory authority to be inconsistent with the insurance product terms. This discrepancy
arose from an oversight during our internal review process, which failed to identify that the promotional
language did not fully align with the finalized product features. The relevant regulatory authority imposed a fine
of RMB1.0 million on us in July 2022, which was fully paid. Since then, we have reinforced our internal control
procedures, including implementing multi-level review and approval mechanisms for all promotional materials,
and clarifying the responsibilities of our business, compliance and legal teams in the content vetting process. We
have also strengthened staff training and compliance awareness across relevant departments to prevent similar
issues from recurring. Additionally, our Internal Control Consultant conducted a sample review of our business
processes for the period from October 2023 to September 2024. The review found that pricing for each business
activity was determined through negotiations between the respective business departments and customers,
finalized after internal discussions, and then included in the contract approval workflow for review by designated
approvers. Based on the Internal Control Consultant’s assessment during the review period, the Internal Control
Consultant did not find any significant deficiencies in the internal control mechanisms for our pricing activities.
As of the Latest Practicable Date, we had not obtained lease registration for two of our leased properties
with a gross floor area of approximately 105 square meters in China. While the failure to complete the
administrative filings may not affect the legality, validity or enforceability of the lease agreement, the
government authorities may require that the filing be made within a stated period of time, failing which, they
may impose a fine ranging fromRMB1,000 to RMB10,000 for each agreement that has not been properly filed.
See “—Properties” for details on our non-compliance with respect to lease registrations.
During the Track Record Period and as of the Latest Practicable Date, we did not commit any material
non-compliance of the laws and regulations, and we did not experience any systemic non-compliance incident.
As advised by our PRC Legal Advisor, during the Track Record Period and up to the Latest Practicable Date, we
had complied with all applicable PRC laws and regulations in all material respects.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We are committed to fostering enduring and positive impact on the environmental, social and governance
(“ESG”) aspects for our customers, suppliers, and the communities influenced by our operations and are
committed to operating our business in a lawful, ethical and responsible way. We have built a comprehensive
ESG governance framework, integrated sustainability into our strategic decision-making, enhanced our risk
management mechanisms, and established relevant metrics and targets to systematically advance ESG practices
and enhance our long-term operational resilience and value creation.
Governance
We have implemented a three-tiered ESG governance structure consisting of decision-making, management,
and execution levels, characterized by clear responsibilities and efficient operations. Our Board of Directors
serves as the highest decision-making body for ESG matters and ensures ESG considerations are embedded into
– 202 –


--- page 212 ---
BUSINESS
our business. Our Board oversees ESG-related risks and compliance across departments to drive our
sustainability agenda.
• Our Board’s ESG responsibilities include formulating our ESG strategic direction, reviewing ESG
work results and performance reports twice a year, setting ESG indicators and targets, and tracking
target progress.
• Our Strategy and Investment Management Department functions as the management layer, responsible
for supervising ESG work implementation, identifying ESG risks, leading risk response efforts, and
regularly reporting to our Board on risk management, target planning, and implementation progress.
• Department-level ESG units serve as the execution layer, responsible for developing detailed
operational processes and execution standards for each management issue, optimizing work directions
based on business development and management needs, and ensuring the achievement of ESG strategic
goals.
Strategy
In alignment with China’s “Healthy China 2030” initiative and dual-carbon goals, we embed sustainability
into our corporate mission. We have developed an ESG strategy system that encompasses smart health services,
low-carbon operations, and social responsibility. As of June 30, 2025, we had identified six material ESG topics
and assessed their potential impact along with proposed mitigation measures.
Major ESG Issue
Potential Risks, Opportunities and
Impacts Mitigation Measures
Environmental
Low-Carbon Technology
Application
Remote consultations are more
environmentally friendly than traditional
offline medical services. However,
dependence on data centers can generate
carbon emissions that negatively impact
climate change. Failure to pay attention
to or adopt low-carbon technology in a
timely manner may bring potential risks
to our company. On the contrary, timely
adoption of such technology can create
competitive advantages and broader
market opportunities.
Proactively monitor the carbon
footprint of our products and
operations and implement carbon
reduction measures. Develop carbon
footprint visualization tools and
explore carbon incentive mechanisms
for users to expand the value of
low-carbon practices across the entire
value chain.
Social
Customer Service Quality Delays in response or mismatches in
health service or product offerings may
lead to decreased customer satisfaction
and attrition. AI-assisted diagnosis
models may exhibit higher misdiagnosis
rates for specific groups (e.g. patients
with chronic or rare diseases) due to
training data bias, potentially causing
disputes.
Establish dual-layer human-AI review
mechanisms. Build a professional
customer service center and provide
ongoing training. Establish a fairness
testing committee for AI models and
enhance transparency.
Information Security Disclosure of sensitive information (e.g.
medical records or genetic data) or
misuse of user data may result in
penalties, regulatory investigations, or
legal risks.
Minimize data collection fields. Mask
less critical data fields such as mailing
addresses.
– 203 –


--- page 213 ---
BUSINESS
Major ESG Issue
Potential Risks, Opportunities and
Impacts Mitigation Measures
Healthcare Accessibility We face the challenge of limited
healthcare resources in low-tier cities.
However, government encouragement
for health tech infrastructure offers
opportunity to grow our user base.
Develop lightweight applications
suitable for low-bandwidth
environments. Deploy offline triage
systems. Collaborate with local
governments and communities to
implement tiered healthcare delivery
models.
Technology Innovation &
IP Protection
Innovation is key to sustainable
competitiveness. Failure in R&D or
inadequate protection of intellectual
property may lead to market losses or
legal disputes.
Build an innovation ecosystem and
collaborate with universities. Promote
IP commercialization via licensing,
pooling, and financial mechanisms.
Monitor and address IP infringement
in collaboration with law firms.
Governance
Business Ethics Bribery, corruption, or misleading
advertising may lead to legal risks and
reputational damage. Transparent
operations and privacy protection, on
the other hand, can enhance brand
credibility and attract ESG-aligned
users.
Establish a bribery risk identification
system. Conduct regular ethics
training for key personnel. Provide
anonymous reporting channels to
comprehensively manage commercial
bribery risks.
Risk Management
In line with our strategy and business features, we assess ESG material issues with both internal and
external stakeholders. For ESG topics that materially affect the Company, we integrate them into our risk
management framework, identifying and evaluating related risks and opportunities and formulating response
strategies.
Our risk management framework includes:
• Identification and assessment . Identify internal and external risks during business operations. Assess
severity, duration, and likelihood through quantitative or qualitative methods. Based on results, create a
list of risks and opportunities.
• Monitoring and control . Define management strategies and plans by risk category and severity level.
Monitor and analyze implementation, provide early warnings, and report progress.
• Response and mitigation . Develop preventive and corrective actions across all operational processes.
Use strategies like risk avoidance, reduction, sharing, and acceptance to effectively control risks.
Promote the transformation of risks into opportunities through forward-looking planning, forming a
closed-loop management cycle and improving our risk control capabilities.
Indicators and Targets
We have built a comprehensive ESG metrics and targets system around our core topics. Moving forward,
we will align these targets with daily operations to embed ESG deeper into our business and foster sustainable
healthcare development. The following table sets forth our ESG indicators and targets.
Target
Details
Environmental
Low-Carbon Technology
Application
Reduce emissions across operations and value chains; prioritize low-carbon
consultation models; leverage advanced technologies and business models for wider
reductions.
– 204 –


--- page 214 ---
BUSINESS
Target Details
Social
Data Security and
Algorithm Fairness
Build trustworthy health data systems; ensure algorithm fairness; achieve closed-
loop privacy protections.
Healthcare Accessibility Promote digital delivery of rural care; raise local health standards; narrow care
gaps.
Governance
Supply Chain Compliance Establish ethical governance across supply chains, from sourcing to labor rights;
build supplier certification systems; improve compliance strength.
Corporate Governance
Board Diversity
To meet the requirements for Board diversity and independence, we evaluate our Directors based on gender,
age, professional experience, and educational background during nomination and appointment processes,
ensuring that decisions are made with scientific rigor and effectiveness. In recognition of our strategic
commitment to gender equality, we have incorporated the development of female leadership into our talent
development plans. As of June 30, 2025, our Board had two female Directors, accounting for 40% of total Board
members.
Business Ethics
We strictly comply with the Anti-Unfair Competition Law of the People’s Republic of China and have
formulated internal policies such as the Anti-Fraud Policy, Anti-Corruption Policy, and Prohibition of
Commercial Bribery Guidelines to enhance ethical governance. Our compliance framework is appropriately
scaled to our business, supported by dedicated legal, financial audit, internal control, and risk management teams
to form a closed-loop risk control system.
We have developed a risk identification and compliance review mechanism, integrating checkpoints into our
management systems to monitor high-risk areas and financial transactions, thereby maintaining the independence
and effectiveness of our compliance controls.
To strengthen business ethics management, we have established whistleblower channels and internal
reporting systems to address misconduct and cooperate with regulatory investigations. We ensure whistleblower
privacy through technical and policy safeguards. Regular training sessions are held to enhance employee
compliance awareness and risk prevention capabilities. The Directors are not aware of any bribery and deception
incidents during the Track Record Period and up to the Latest Practicable Date.
Environment
Resource consumption
We fully comply with the Environmental Protection Law, the Water Pollution Prevention Law, and the Air
Pollution Prevention Law of the People’s Republic of China, and have introduced internal regulations on energy
and resource management. Environmental awareness is embedded in all operational activities, and our
environmental management capabilities are continuously enhanced.
We have established an internal energy management framework:
• An Energy Leadership Group to approve strategies and annual goals, supervise major energy-saving
projects, and coordinate resources.
• An Energy Office to develop consumption monitoring standards and promote technology upgrades
(e.g., liquid cooling in data centers).
• Department-level energy coordinators to collect and report data, and drive everyday energy-saving
practices.
– 205 –


--- page 215 ---
BUSINESS
We lease our data center. Energy use is primarily from office-related electricity and water consumption. To
improve efficiency and reduce environmental impact, we implemented the following key measures in 2024:
• Equipment upgrades: Replaced outdated low-efficiency devices (e.g., old printers) with top-rated
energy-efficient models.
• Smart energy systems: Deployed IoT-enabled smart control systems to detect occupancy and
automatically shut off lighting and HVAC in unused areas.
• Battery reuse: Repurposed partially used batteries from large equipment for small peripherals (e.g.,
keyboards and mice).
• Packaging recycling: Reused cardboard boxes from procurement for internal logistics and storage to
reduce disposable material use.
• Water-saving fixtures: Installed efficient faucets and toilets to reduce water consumption.
We also conduct quarterly training on energy and water management for all staff and specialized sessions
for technical teams to promote conservation skills and awareness. We set annual goals and action plans to
improve resource efficiency. Our 2025 target is to reduce energy consumption intensity by 8% and water
consumption intensity by 5% year-on-year.
The following table sets forth our energy consumption performance in 2022, 2023, 2024 and the six months
ended June 30, 2025.
Energy Type Unit 2022 2023 2024
Six months ended
June 30, 2025
Gasoline ................. Tons — 0.18 — —
Purchased Electricity ....... k W h 106,321.60 130,964.80 117,868.32 68,950.77
Total Energy Consumption . . . Tons of standard coal 13.07 16.36 14.50 8.47
Energy Intensity ........... Tons of standard
coal/person 0.07 0.08 0.07 0.04
The following table sets forth our water usage performance in 2022, 2023, 2024 and the six months ended
June 30, 2025.
Water Type Unit 2022 2023 2024
Six months ended
June 30, 2025
Fresh Water ................................ Tons 126.00 164.00 147.60 73.00
Recycled Water ............................. Tons — — — —
Total Water Usage ........................... Tons 126.00 164.00 147.60 73.00
Water Intensity .............................. Tons/person 0.70 0.80 0.76 0.36
Emissions
Our emissions mainly stem from office operations. In 2024, we focused on improving waste classification
and green office practices, encouraging behavioral changes among employees, and enhancing waste recycling
efficiency and management levels. We have established an internal waste management mechanism, strictly
requiring all departments to separate waste and dispose of hazardous materials through qualified third-party
agencies. Non-hazardous waste is sorted and stored according to standardized categories. In 2024, we promoted
smart waste sorting in offices, enhanced the recycling rate of domestic waste, and continuously improved waste
disposal effectiveness.
We strictly manage hazardous waste such as toner cartridges and scrapped electronic equipment. Through
regular audits and designated collection, we prevent illegal disposal. In 2024, we did not experience any incidents
of environmental violations.
– 206 –


--- page 216 ---
BUSINESS
The following table sets forth our waste emissions indicators and performance in 2022, 2023, 2024 and the
six months ended June 30, 2025.
Waste Type Unit 2022 2023 2024
Six months ended
June 30, 2025
Hazardous Waste ........................... k g 1,032.83 37.61 288.90 168.15
Hazardous Waste Intensity .................... kg/person 5.74 0.18 1.48 0.82
Non-Hazardous Waste ....................... tons 22.75 26.64 25.10 12.49
Non-Hazardous Waste Intensity ................ tons/person 0.13 0.13 0.13 0.06
Domestic Sewage ........................... tons 88.20 114.80 103.32 51.10
Air Pollutants .............................. tons — — — —
Climate Change
As global climate change intensifies and extreme weather events become more frequent, enterprises are
facing increasingly significant impacts and challenges. To effectively respond to this global issue, we designate
our Board as the highest decision-making body responsible for overseeing and directing climate-related
initiatives. We have established strategies, management structures, and performance indicators and targets to
monitor and manage climate risks on an ongoing basis.
We proactively identify and assess the risks and opportunities associated with climate change. We have
recognized five climate-related risks that could affect our operations. Drawing from the strategies of domestic and
international peers, we incorporate climate risk into our business development strategy, implement low-carbon
operational practices, and leverage our unique resources to accelerate the low-carbon transition and enhance our
adaptability to climate change. The following table sets forth our climate change risk identification and responses.
Risk Type
Risk Description Response Measures
Transition Risk
Policy Risk Regulatory authorities have placed
increasing attention on climate
change. The Exchange requires
listed companies to establish
mechanisms to assess climate-
related financial risks and
disclosures under the ESG Guide.
Upon listing, we will face higher
compliance expectations.
• Formulate internal
strategies for energy use
and greenhouse gas
emissions aligned with
national energy transition
trends and regulatory
requirements.
• Actively participate in
collaborations with
governments, industry
bodies, and NGOs to
address climate challenges.
• Leverage our technological
strengths to accelerate
innovation, build
contingency reserves, and
improve system resilience.
• Enhance transparency and
accuracy in climate risk
disclosures.
• Deepen market research,
adjust product and service
strategies flexibly,
diversify market presence,
and improve customer
stickiness and
responsiveness.
Technology Risk Inadequate or outdated systems
may not adapt well to extreme
climate conditions, affecting
stability and reliability.
Reputation Risk Inability to address climate risks
or failure to disclose mitigation
efforts may weaken investor and
stakeholder confidence and hurt
our brand and competitiveness.
– 207 –


--- page 217 ---
BUSINESS
Risk Type Risk Description Response Measures
Acute Risk
Extreme Weather Heavy rain, strong winds, and dust
storms may affect employees’
daily work and life.
• Identify and analyze
potential acute risks in
operational processes and
develop targeted
contingency plans.
Chronic Risk – Rising Temperatures Continuous temperature increases
may reduce equipment
performance, raise operational
costs, and impact user experience.
We have embedded green and low-carbon principles into our entire operational chain to systematically
reduce greenhouse gas emissions. Scope 1 emissions mainly arise from gasoline consumption; Scope 2 from
purchased electricity; and for Scope 3, we have completed carbon accounting for Category 1 (purchased goods
and services) and Category 6 (business travel). We will continue to refine Scope 3 coverage. In addition, we have
begun Scope 3 emission management initiatives, including collaborating with logistics partners to promote
electrification of cold chain logistics, establishing packaging reuse standards, and encouraging green commuting
among employees to effectively reduce greenhouse gas emissions in this category. The following table sets forth
our greenhouse gas emissions indicators and performance in 2022, 2023, 2024 and the six months ended June 30,
2025.
Category Unit 2022 2023 2024
Six months ended
June 30, 2025
Scope 1 ................................... t C O 2e — 0.55 — —
Scope 2 ................................... t C O 2e 57.05 70.28 63.25 37.00
Scope 3 ................................... t C O 2e 160.69 282.18 314.01 138.94
Total Emissions ............................ t C O 2e 217.74 353.01 377.26 175.94
Emission Intensity .......................... t C O 2e/person 1.21 1.71 1.93 0.86
Social
Employment
We strictly comply with the Labor Law and the Labor Contract Law of the People’s Republic of China. We
have established internal systems such as the Recruitment Management Policy and the Employee Handbook to
standardize recruitment procedures. We uphold the principles of openness, fairness, justice, and equality,
ensuring that no decisions are made based on gender, age, race, religion, or other social or personal attributes. To
attract high-end talent, we actively expand executive search channels, optimize compensation structures, enhance
talent policies, and improve the workplace environment. We strictly prohibit the use of child labor or forced
labor. As of the Latest Practicable Date, there were no reported incidents of child labor, forced labor,
discrimination, or harassment. The following table sets forth our employment statistics in 2022, 2023, 2024 and
the six months ended June 30, 2025.
Indicator Unit 2022 2023 2024
Six months ended
June 30, 2025
Total Number of Employees .......................... Person 180 206 195 205
By Gender – Male .................................. Person 94 119 112 118
By Gender – Female ................................ Person 86 87 83 87
By Age – 30 and below .............................. Person 72 68 57 60
B yA g e–3 1t o5 0 .................................. Person 108 137 135 142
By Age – Above 50 ................................. Person — 1 3 3
By Region – Domestic .............................. Person 180 206 195 205
By Region – Overseas ............................... Person — — — —
By Employment Type – Full-Time Employees ........... Person 180 206 195 205
By Employment Type – Full-Time Dispatch ............. Person — — — —
By Employment Type – Part-Time ..................... Person — — — 4
Turnover Rate ..................................... % 26.50 19.20 26.90 8.48
Turnover Rate – Male ............................... % 24.80 17.90 24.30 9.23
Turnover Rate – Female ............................. % 28.30 20.90 30.20 7.45
– 208 –


--- page 218 ---
BUSINESS
Indicator Unit 2022 2023 2024
Six months ended
June 30, 2025
Turnover Rate – Age ≤3 0............................. % 28.70 25.20 38.00 10.40
Turnover Rate – Age 31–50 .......................... % 24.40 15.90 21.50 7.70
Turnover Rate – Age>50 ............................. % 100.00 — — —
Turnover Rate – Domestic ........................... % 26.50 19.20 26.90 8.48
Turnover Rate – Overseas ............................ % — — — —
We have established a Performance Appraisal Policy, which outlines the scope, cycle, and process of
performance evaluations. This policy builds a performance management system aligned with strategic goals,
featuring a tiered evaluation mechanism, closely linked bonus distribution rules, and a comprehensive revision
process to support the realization of organizational objectives and foster co-creation and mutual growth between
the company and employees.
For career development, we have developed a Rank System Management Manual that offers a dual career
ladder system. It provides both vertical promotion from entry-level to senior positions and lateral pathways for
cross-functional development. Evaluation mechanisms and dynamic adjustment rules promote employee growth.
In terms of training, we have established the Training Management System, Employee Education Fund
Management Measures, and Internal Trainer Management System. We offer five major training categories:
culture, leadership, professional skills, general capabilities, and workplace efficiency. Training is delivered via
online platforms and various learning programs. We track employees’ learning progress and skill improvement to
optimize future training efforts and facilitate shared growth. The following table sets forth our employee training
statistics in 2022, 2023, 2024 and the six months ended June 30, 2025.
Indicator Unit 2022 2023 2024
Six months ended
June 30, 2025
Number of Employees Trained ................... Person 140 177 186 205
Training Coverage – Male ...................... % 78.00 91.00 98.00 77.97
Training Coverage – Female ..................... % 78.00 79.00 92.00 67.82
Training Coverage – Senior Management .......... % 25.00 100.00 100.00 42.86
Training Coverage – Middle Management .......... % 83.33 94.12 100.00 64.29
Training Coverage – General Staff ................ % 78.48 84.70 94.83 75.54
Total Training Hours ........................... Hour 580.67 1,219.19 3,315.34 821.29
Avg. Training Hours – Male ..................... Hour 3.44 7.37 20.21 4.93
Avg. Training Hours – Female ................... Hour 3.00 3.93 12.67 2.75
Avg. Training Hours – Senior Management ......... Hour 0.50 2.27 4.00 1.59
Avg. Training Hours – Middle Management ........ Hour 2.26 4.49 12.96 3.09
Avg. Training Hours – General Staff .............. Hour 3.40 6.17 17.85 4.17
Occupational Health and Safety
We have established a Workplace Safety Management Standard to define safety responsibilities related to
personal and property security, ensuring that employees operate in a safe environment. Our subsidiary, Beijing
Qingsong Yikang Information Technology Co., Ltd., has obtained ISO 45001 Occupational Health and Safety
Management System certification.
We implement multiple initiatives to safeguard employee health, such as forming a no-smoking supervision
team, applying sun-protective films on glass windows, and installing high-efficiency water dispensers to create a
safe and healthy workplace. We pay close attention to both physical and mental well-being by offering
supplemental medical insurance annually and organizing a “Health Month” program to encourage employee
participation in fitness activities. These measures help improve physical fitness, reduce stress, and prevent work-
related illnesses. From 2022 to June 30, 2025, there had been no work-related fatalities and only one incidence of
occupational injury.
Supplier Management
We place great emphasis on supplier management and has implemented a Supplier Management Policy that
governs qualification reviews, performance evaluations, and supplier directory administration. During the
– 209 –


--- page 219 ---
BUSINESS
supplier onboarding stage, we evaluate their service experience, business ethics, and environmental and social
responsibility. During the assessment phase, we regularly evaluate suppliers’ business operations and technical
capabilities to identify potential risks. We also adopt a tiered evaluation system, and suppliers failing to meet our
standards are subject to corrective actions or disqualification.
We prioritize ESG performance in our supplier selection, giving preference to those with strong records in
environmental protection and low-carbon management. Through measures such as signing Integrity Agreements
and reviewing certifications like ISO 14001 and OHSAS 18000, we encourage suppliers to focus on quality
control, workplace safety, ethical operations, and environmental sustainability. As of June 30, 2025, over 95% of
our suppliers signed our Integrity Agreement, ensuring compliance with ethical and legal standards.
R&D and Innovation
We value R&D and innovation, respects intellectual property rights, and strictly complies with relevant laws
and regulations such as the Patent Law of the People’s Republic of China. We have established internal IP
management policies to build a proprietary intellectual property system around our core products, services, and
technologies. This comprehensive IP system covers patents, copyrights, trademarks, and domain names.
In 2024, we strengthened our patent management framework, clarifying reward mechanisms for patent
filings and benefit-sharing models for technology commercialization to encourage active employee participation.
We focused on evaluating and identifying key patentable technologies, avoiding infringement risks, and
expanding our brand protection through diversified trademark registration. A full lifecycle approach is applied to
manage our IP, from mining and confirmation to maintenance and utilization. We also organized internal IP
training programs to raise legal awareness and enhance employees’ ability to protect innovations.
During the Track Record Period, we passed the GB/T 29490-2023 certification for intellectual property
compliance management and were recognized by the Beijing Intellectual Property Office as a “Beijing IP
Advantage Enterprise.”
To seize emerging technological opportunities, we actively promote innovation by refining our
organizational structure and incentive mechanisms. In 2024, we formally established an AI Technology
Committee with defined responsibilities, which spearheaded various innovation competitions including the
Xingyu AI Creation Contest, AI New Productive Force Challenge, and Annual Innovation Awards. These
initiatives sustained employees’ enthusiasm for innovation and advanced internal technical development.
We achieved notable breakthroughs in R&D and innovation projects throughout the year. Highlights include
our collaboration with Taikang Online Insurance to upgrade the “Universal Guardian” million-dollar medical
insurance product and the Sketch image-to-code project, both of which contributed to industry innovation. In
recognition of our efforts, we received nine industry honors in 2024, including the “Technology Breakthrough of
the Year” award from Today Insurance and “Pioneer in Healthcare Service Innovation” from the China
International Economic Management Technology Forum. The following table sets forth our R&D and innovation
performance in 2022, 2023, 2024 and the six months ended June 30, 2025.
Indicator Unit 2022 2023 2024
Six months ended
June 30, 2025
R&D Investment ....................... R M B 10,000 6,278.40 6,990.60 7,203.70 3,507.00
Patent Applications Filed This Year ........ Count 4 68 49 59
Patents Granted This Year ................ Count 24 7 44 14
Invention Patent Applications Filed ......... Count 4 36 47 58
Invention Patents Granted ................ Count 9 7 12 13
Software Copyright Applications ........... Count — 6 5 7
Software Copyrights Granted .............. Count — 6 4 4
Service Quality and Safety
We comply with laws and regulations including the Social Insurance Law, Food Safety Law, Advertising
Law, and Insurance Brokerage Supervision Rules of the People’s Republic of China. We have formulated
– 210 –


--- page 220 ---
BUSINESS
internal policies such as the Internet Insurance Marketing and Promotion Management Measures, Traceable
Management Measures for Regulating Internet Insurance Sales Conduct, Promotional Material Review
Guidelines, and Compliance Guidelines for Advertising of Medical, Pharmaceutical, Medical Devices, and
Health Supplements. These policies support responsible marketing and ensure that our operations remain fully
compliant.
In terms of quality management, we have implemented the Project Execution and Audit Standards,
Customer Service Management and Handling Process Policy, and the Insurance-related Services Product Launch
and Sales Management Guidelines. For market education contents, we use both AI pre-screening and manual
review procedures. Author qualifications for medical professionals and health content contributors are strictly
reviewed according to our standard SOP to ensure all participants meet project requirements. During the Track
Record Period, our subsidiary Beijing Qingsong Yikang Information Technology Co., Ltd. obtained ISO 9001
Quality Management System certification.
For customer service, we have adopted the Customer Service Management and Handling Process Policy,
which standardizes feedback handling procedures. A dedicated customer service center with specialized support
and complaint-handling teams has been established. Additionally, a task force has been created to manage major
customer issues. We maintain multiple communication channels including phone, online support, and feedback
portals on payment platforms to ensure convenient access for our customers.
To enhance satisfaction and service quality, we offer healthcare benefits and product recommendations
tailored to customer needs. These efforts aim to deepen understanding of user expectations and foster a win-win
service experience. In 2024, over 100,000 customer satisfaction evaluations were collected, with an overall
satisfaction rate of 97.21%.
We conduct annual training programs on quality and customer service covering topics such as process
optimization, customer needs analysis, and communication skills. These are designed to enhance the professional
competence of our staff and ensure consistently high service standards.
Information Security and Privacy Protection
We comply with the Cybersecurity Law of the People’s Republic of China and has established protocols
such as the Basic Procedures for Emergency Response to Information Security Incidents to ensure prompt and
effective handling of information security threats. We conduct monthly internal data security testing and audits,
and implement timely corrective actions to continuously strengthen our cybersecurity capabilities.
We organize semi-annual information security training for all employees to raise awareness of data
protection. Our subsidiary, Beijing Qingsong Yikang Information Technology Co., Ltd., has obtained ISO 27001
Information Security Management System certification. Our core systems have all passed Level 3 certification
under China’s Multi-Level Protection Scheme (MLPS).
In 2024, we recorded no incidents involving customer privacy breaches.
Social Responsibility and Public Welfare
We actively fulfill our social responsibilities through public welfare initiatives including healthcare
assistance and health education campaigns, and also supports disaster prevention and mitigation activities. For
three consecutive years, we have hosted charity events for International Children’s Day. Since June 2022, we
have partnered with the Beijing Wei’ai Public Welfare Foundation on the “Children in Action” project,
organizing volunteer efforts among employees. We have donated care packages to hospitalized children and
children in welfare institutions across dozens of hospitals nationwide, benefiting over 6,000 individuals.
– 211 –


--- page 221 ---
BUSINESS
For four consecutive years, we have also conducted healthcare appreciation initiatives. On International
Nurses Day (May 12) and Chinese Doctors’ Day (August 19) each year, we organize and encourage staff
participation in outreach programs expressing gratitude to medical professionals. These activities have reached
healthcare workers in dozens of hospitals across the country, with over 8,000 beneficiaries. The following table
sets forth our public welfare engagement in 2022, 2023, 2024 and the six months ended June 30, 2025.
Indicator Unit 2022 2023 2024
Six months ended
June 30, 2025
Total Charity Hours ................................ Hours 766 2,281 2,747 1,620
Donation Amount .................................. R M B — 50,000 101,980 151,400
INTERNAL CONTROL AND RISK MANAGEMENT
Our Board is responsible for the overall effectiveness of our risk management and establishing our internal
control system and reviewing its effectiveness. We have established and we maintain risk management and
internal control systems consisting of policies and procedures that are appropriate for our business operations,
and we are dedicated to continuously improving and implementing these systems to ensure our policies and
implementation are effective and sufficient.
In preparation for the Global Offering, we have engaged an independent third-party consultant (the “Internal
Control Consultant”) to perform a review over selected areas of our internal controls over financial reporting in
November 2024 (the “Internal Control Review”). The scope of the Internal Control Review performed by the
Internal Control Consultant was agreed between us and the Internal Control Consultant. The selected areas of our
internal controls over financial reporting that were reviewed by the Internal Control Consultant included entity-
level controls and business process level controls, including (1) insurance brokerage business, (2) sales
management of other businesses, (3) legal management, (4) procurement, payment and expense management,
(5) fixed asset management, (6) intangible asset management, (7) human resources and payroll management,
(8) cash and fund management, (9) insurance, (10) financial reporting and disclosure, (11) tax management,
(12) R&D activity management, (13) intellectual property management and IT general controls. The internal
control consultant conducted an examination in 2024 and found some deficiencies in the insurance brokerage
business, procurement and expense management, and cash and fund management. For example, we did not
maintain a review record of the entry of insurance commission rates in our system. Approvals for some expense
reimbursements did not comply with system requirements. We have strengthened our internal controls and
corrected the deficiencies.
The Internal Control Consultant performed the follow-up reviews in January 2025 to review the status of the
management actions taken by us to address the findings of the Internal Control Review (the “Follow-up
Review”). The Internal Control Consultant did not have any further recommendation in the Follow-up Review.
The Internal Control Review and the Follow-up Review were conducted based on information provided by our
Group and no assurance or opinion on internal controls was expressed by the Internal Control Consultant.
Having considered the report prepared by our Internal Control Consultant, our Directors confirmed that all
of the major recommendations provided by the Internal Control Consultant have been followed and corrective
actions were taken accordingly to address our internal control deficiencies and weaknesses. Our Directors are of
the view that our enhanced internal control measures are adequate and effective to ensure compliance with
relevant laws and regulations going forward.
– 212 –


--- page 222 ---
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
OUR CONTROLLING SHAREHOLDERS
Overview
During the Track Record Period and as of the date of this prospectus, our Company was controlled by
Ms. Yang, our founder, the chairlady of the Board and executive Director, as to 38.94% of all the voting rights at
the general meetings of our Company through the following: (i) as to 23.93% voting rights of our Shares held by
QingSongChou Holdings Corporation, a holding company ultimately wholly-controlled by Ms. Yang; (ii) as to
2.40% voting rights of our Shares held by QSC ESO Limited, a holding company wholly-controlled by Ms. Yang
through certain voting proxy arrangement between Ms. Yang and the shareholders of QSC ESO Limited; and
(iii) as to 12.62% voting rights of our Shares held by Grand Path Ventures Limited, WIND ENTERPRISE
LIMITED and Universal Light Limited, through certain voting proxy arrangement between Ms. Yang and such
three shareholders of our Company. See “—Voting Proxies” for details of the voting proxy arrangements.
Immediately following the completion of the Global Offering and assuming that the Over-allotment Option
is not exercised and without taking into account any Shares that may be issued under the Pre-IPO Share Option
Scheme, Ms. Yang will control approximately 33.94% of all the voting rights at the general meetings of our
Company comprising approximately 20.85% through QingSongChou Holdings Corporation, 2.09% through QSC
ESO Limited and 10.99% through the proxies from Grand Path Ventures Limited, WIND ENTERPRISE
LIMITED and Universal Light Limited.
Accordingly, Ms. Yang is the ultimate Controlling Shareholder, and Ms. Yang together with her controlled
entities including QingSongChou Holdings Corporation, Clematis Holding Limited, Vlove Holdings Limited and
QSC ESO Limited are members of the group of Controlling Shareholders of our Company pursuant to the Listing
Rules.
Voting Proxies
As of the date of this prospectus, Ms. Yang, as the Proxyholder, has controlled the voting rights of
269,961,346 Shares (or 26,996,136 Shares of our Company after the Share Consolidation) (representing
approximately 15.01% of our issued share capital as of the date of this prospectus) through the voting proxy
arrangements (the “Voting Proxy Arrangements”) under certain voting agreements and deeds entered into by
Ms. Yang with certain investors (the “Proxy Investors”) of our Company (collectively, the “Voting Proxy
Deeds”). Each of the Proxy Investors was an early-stage shareholder of our Company and expressed optimism
regarding our Company’s future growth and development within the healthcare industry. Confident in
Ms. Yang’s capability to oversee and make decisions concerning our Company’s daily operational activities, the
Proxy Investors entered into voting proxy agreements with Ms. Yang. The Voting Proxy Arrangements comprise
the following:
(a) QSC ESO Limited: QSC ESO Limited is a holding company with no business operation and was
established for the purpose of investment in our Company. It was owned as to 96.0% by Icy Arrow
Limited, a company wholly-owned by Ms. XU Zhou (“Ms. XU”), an independent third party and an
existing indirect shareholder, and 4.0% by Ms. WANG Jinglu (“Ms. WANG”), an independent
third party and an existing indirect shareholder. Ms. Yang serves as its sole director. To the best
knowledge of our Directors, there are no other past or present relationships or dealings (including,
without limitation, business, employment, family, trust, financing, shareholding, fund flow or
otherwise) between QSC ESO Limited and our Group, including their substantial shareholders,
directors, supervisors or senior management, or any of their respective associates. QSC ESO Limited is
a company incorporated in the BVI with limited liability on April 18, 2016. It is an investment holding
company and does not have any business operation. Ms. Xu was a former colleague of Ms.Yang in an
investment firm and Ms. Wang was a business partner acquainted with Ms. Yang when she worked in
an investment firm. Both of Ms. Wang and Ms. Xu are early-stage shareholders of our Company and
passive investors without any participation in the operation of our Company. Given that QSC ESO
Limited has no other investment or business and Ms. Wang and Ms. Xu have no intention to participate
in daily management of its investment in our Company, with confidence in Ms. Yang’s capability to
develop our Company, and considering that such entity was established purely for investment in our
Company, Ms. Wang and Ms. Xu have appointed Ms. Yang to handle their investment in the Company
via QSC ESO Limited. As such, Ms. WANG Jinglu and Icy Arrow Limited have entered into the
– 213 –


--- page 223 ---
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
voting agreement and power of attorney in 2016 and 2020 with Ms. Yang, respectively, pursuant to
which, each of them has appointed Ms. Yang, the Proxyholder, as their respective attorneys-in-fact and
proxy to vote, in the Proxyholder’s sole discretion, all the shares of QSC ESO Limited on all matters
submitted to a vote at the general meeting of QSC ESO Limited or through the solicitation of a written
consent of shareholders, effective from the respective date of agreements and shall not be terminated
unless such investor ceases to hold any proxied shares. As such, Ms. Yang controls QSC ESO Limited
and thus the voting rights of 43,094,900 (or 4,309,490 Shares after the Share Consolidation)
(representing approximately 2.40% of our issued share capital as of the date of this prospectus) of our
Company held by QSC ESO Limited in our Company. As Ms. Yang wholly-controls QSC ESO
Limited, QSC ESO Limited is a member of the group of Controlling Shareholders of our Company
pursuant to the Listing Rules. Each of Ms. Wang and Ms. Xu has entered into a lock-up undertaking
dated December 1, 2025, pursuant to which, each of them agrees not to transfer or disposal any of the
shares of QSC ESO Limited in the six month after the Listing and will ensure the transferee provide
substantially the same voting proxy arrangement to Ms. Yang if they will transfer their shares in QSC
ESO Limited afterwards; and
(b) Grand Path Ventures Limited, WIND ENTERPRISE LIMITED and Universal Light Limited : Grand
Path Ventures Limited, WIND ENTERPRISE LIMITED and Universal Light Limited are holding
companies that are wholly-owned by WU Bin, our non-executive Director and a Pre-IPO Investor,
Ms. Leman KAYA, an independent third party and existing indirect shareholder, and YU Liang, a
director of certain subsidiaries of our Company and an existing shareholder, respectively. Save as
above, to the best knowledge of our Directors, there are no other past or present relationships or
dealings (including, without limitation, business, employment, family, trust, financing, shareholding,
fund flow or otherwise) between (i) each of Grand Path Ventures Limited, WIND ENTERPRISE
LIMITED and Universal Light Limited and (ii) our Group, including their substantial shareholders,
directors, supervisors or senior management, or any of their respective associates. WIND
ENTERPRISE LIMITED is a company incorporated in the BVI with limited liability on January 18,
2016 and Universal Light Limited is a company incorporated in the BVI with limited liability on
September 25, 2018. The respective ultimate controller of Grand Path Ventures Limited and WIND
ENTERPRISE LIMITED were acquainted with Ms. Yang through the introduction by friends of
Ms. Yang. The ultimate controller of Universal Light Limited is an early employee of our Company.
Confident in the relevant industries and our business, they became our Shareholders at early stage.
Each of WIND ENTERPRISE LIMITED and Universal Light Limited is an investment holding
company and does not have any business operation. Confident in Ms.Yang’s capability to oversee and
make decisions concerning our Company and business, Grand Path Ventures Limited, WIND
ENTERPRISE LIMITED and Universal Light Limited have entered into the voting agreement and
power of attorney in 2020, 2018 and 2020 with Ms. Yang, respectively, pursuant to which, each of
them has appointed Ms. Yang, the Proxyholder, as their respective attorneys-in-fact and proxy to vote,
in the Proxyholder’s sole discretion, 67,070,900, 91,171,892 and 68,623,654, Shares (or 6,707,090,
9,117,190 and 6,862,366 Shares of our Company after the Share Consolidation) (representing 3.73%,
5.07% and 3.82% of our total issued share capital as of the date of this prospectus), respectively, on all
matters submitted to a vote at the general meeting of our Company or through the solicitation of a
written consent of our Shareholders, effective from the respective date of agreements and shall not be
terminated unless such investor ceases to hold any proxied shares. As such, Ms. Yang controls the
voting rights of Shares of our Company held by and granted a proxy to Ms. Yang by Grand Path
Ventures Limited, WIND ENTERPRISE LIMITED and Universal Light Limited while such
shareholders are still controlled by their respective controllers as described above.
BUSINESS DELINEATION AND COMPETITION
Our Group primarily engages in the following business (the “Core Business”): (i) healthcare service, which
primarily provides early disease screening related promotion and consultancy services, integrated health service
package, digital marketing (market education services) and digital medical research assistance services; and
(ii) insurance services, which primarily provides insurance brokerage services and insurance technical services.
See “Business” section in this prospectus for details.
In light of the Listing, we conducted the Reorganization and has spun-off certain business and entities to
Zhonglang Group, which was owned by existing Shareholders of our Company, including the equity interests
– 214 –


--- page 224 ---
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
beneficially owned by Ms. Yang. The business conducted by Zhonglang Group after the Reorganization
primarily includes the following:
• Online illness fundraising service. The online illness fundraising service is operated primarily through
online fundraising platform established by us in 2014, which allows patients and their families to
launch and spread their fundraising campaigns through social networks and acquire critical financial
assistance for life-saving medical treatment. Prior to the Reorganization, the online illness fundraising
services was primarily conducted through Qingsongchou Network. For the Reorganization, we injected
all the online illness fundraising services and operations into Zhongyi Hulian, one of our consolidated
affiliated entities prior to the Reorganization, and transferred all of our equity interests in Zhongyi
Hulian and Duoer Hospital to Zhonglang Group. After such transfer and the Reorganization, the online
illness fundraising services was excluded from our Group and has been operated through Zhongyi
Hulian. See “History, Development and Corporate Structure-Reorganization” for details. The users on
the online fundraising platform primarily includes individuals who seeks for financial assistance for
life-saving medical treatment. During three years ended December 31, 2024, the total revenue of online
illness fundraising services was approximately RMB15.9 million, RMB37.6 million and
RMB29.9 million respectively. In 2022 and 2024, the total net profit of such services was
approximately RMB7.0 million and RMB1.4 million respectively. In 2023, such services recorded net
loss of RMB23.6 million. In December 2024, such online platform has been selected and designated as
one of the government recognized online personal assistance service platforms in the PRC. As of the
Latest Practicable Date, there were only three online personal assistance service platforms recognized
by the Ministry of Civil Affairs of the PRC.
• Publishing services and filing services. The publishing service and filing service are operated primarily
through Duoer Hospital. Duoer Hospital was established in December 2019 and was licensed to
conduct online medical services. Leveraging its license advantage, Duoer Hospital had conducted
certain online illness diagnoses services to individuals and facilitated our healthcare services as one of
our suppliers. Prior to the Reorganization, Duoer Hospital primarily operated a social media account
and an ethic committee to facilitate our healthcare services as one of our suppliers with information
publishing and displaying needs and clinical trial activities. After the Reorganization and as of the
Latest Practicable Date, Duoer Hospital has operated its business independently via its own operating
team and primarily provides such services to healthcare and related companies including us and other
third party healthcare service companies. During the three years ended December 31, 2024, the total
revenues of Duoer Hospital was RMB2.6 million, RMB1.4 million and RMB0.4 million respectively,
and Duoer Hospital recorded net loss of RMB0.7 million, RMB0.6 million and RMB0.2 million
respectively. During the Track Record Period and as of the Latest Practicable Date, we have also
engaged other suppliers, such as online social media outlets, to provide publishing services and filing
services to our Group. The terms and conditions of the business cooperation between Duoer Hospital
and us has been and will continue to be conducted on normal commercial terms in line with our
cooperation with independent third parties and be fair and reasonable and in the interests of our
Company and our Shareholders as a whole. After the Listing, Duoer Hospital will continue to provide
such services to our Group as one of our suppliers for our market education service and digital medical
research assistance service. See “Connected Transactions” section for details.
See “History, Reorganization and Corporate Structure—Corporate Development and Reorganization” for
details of the Reorganization and Note 10 in the Accountants’ Report set out in Appendix I to this prospectus for
details of the financial information relating to the Excluded Business.
– 215 –


--- page 225 ---
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
Our Company considers that the Core Business and Excluded Business are clearly delineated for the
following reasons:
Our Core Business Excluded Business
Scope of services Healthcare services: We provide
early disease screening related
promotion and consultancy services
including specific tumor risk
screening, bone density test and
traditional Chinese medicine
consultations in collaboration with
various pharmaceutical, health-
related and insurance companies,
non-profit organizations and charity
foundations. We sell healthcare
solution packages to both individual
and corporate customers that
integrate multiple services including
online consultation services, physical
checkup services, online appointment
booking services, health mall, etc.
We also provide market education
service and digital medical research
assistance. Market education service
is funded by pharmaceutical
companies and charity foundations
where we solicit medical
professionals nationwide to create
healthcare-related educational
content delivered through text, video,
and live broadcasts, emphasizing
prevention, treatment, and
rehabilitation. Digital medical
research assistance services primarily
include cross-sectional research,
clinical data collection and analysis,
and assistance in transform research
into academic publications.
Insurance services: we sell to
individuals medical insurance
products and insurance companies
insurance technical services.
Online illness fundraising services:
It provides a platform to individuals
with serious medical treatment needs
to publish fund raising campaigns
and raise funds for medical treatment
purpose.
Publishing services and filing
services: It provides a platform to
customers to display information as
well as provides licensed platform to
companies that needs to complete
ethic committee filing process for its
clinical trials, which are not an
integrated services covering the
whole process for market education
and medical research.
Main target users/customers Healthcare services: pharmaceutical
companies, healthcare companies
and institutions customers
Insurance services: customers with
medical insurance needs and
insurance companies with insurance
related technical needs
Online illness fundraising services:
individuals with medical treatment
needs
Publishing services and filing
services: companies that need to
display information and complete
ethic committee filing services
Foreign restricted business None Yes
In light of such Reorganization, Ms. Yang, as our ultimate Controlling Shareholder, has undertaken to
provide a Non-Competition Undertaking in favor of us, which includes that she will and will procure her close
associates not to conduct business competing with our Core Business and to grant our Group the right of first
– 216 –


--- page 226 ---
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
refusal for the new business opportunities that competes with our Core Business. See “—Non-Competition
Undertaking” in this section for details. We have adopted and will adopt measures to manage the conflict of
interests between our members of the group of Controlling Shareholders and their close associates and our Group
and Shareholders as a whole. See “—Corporate Governance Measures” for details.
Save as disclosed above, each of the members of our Controlling Shareholders confirm that none of them or
any of their respective close associates has any interest in a business, apart from the business of our Group, that
competes or is likely to compete, directly or indirectly, with our business, which would require disclosure under
Rule 8.10 of the Listing Rules.
INDEPENDENCE FROM THE GROUP OF OUR CONTROLLING SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we are capable of carrying out our
business independently from the group of our Controlling Shareholders and their respective close associates after
the Listing.
Management Independence
Our business is managed and conducted by our Board and senior management. Upon the Listing, our Board
consists of two executive Directors, three non-executive Directors and three independent non-executive
Directors. See “Directors and Senior Management” for details. Our executive Directors and senior management
are primarily responsible for overall management. Except for Ms. Yang, none of our Directors and senior
management serves as directors or senior management of the group of our Controlling Shareholders and their
respective close associates, including Zhonglang Group.
Our Directors consider that our Board and senior management will function independently of the group of
our Controlling Shareholders and their respective close associates based on the following reasons:
(a) each of our Directors is aware of his/her fiduciary duties as a Director of our Company which require,
among other things, that he/she acts for the benefit and in the best interests of our Company and does
not allow any conflict between his/her duties as a Director and his/her personal interest;
(b) in the event that there is a potential conflict of interest arising out of any transaction to be entered into
between our Group, our Directors or their respective close associates, the interested Director(s) shall
abstain from voting at the relevant board meetings of our Company in respect of such transactions and
shall not be counted in the quorum;
(c) except for Ms. Yang, all of our Directors are independent from our Controlling Shareholders and their
respective close associates and have substantial experience in the industry in which our Company is
engaged, and will therefore be able to make business decisions that are in the best interest of our
Group;
(d) we have three independent non-executive Directors who have extensive experience in different
professions. They have been appointed pursuant to the requirements under the Listing Rules to ensure
that the decisions of the Board are made only after due consideration of independent and impartial
opinions. Our Directors believe that the presence of our independent non-executive Directors from
different backgrounds provides a balance of views and opinions; and
(e) we have adopted a series of corporate governance measures to manage conflicts of interest, if any,
between our Group and the group of our Controlling Shareholders and their respective close associates
which would support our independent management. See “—Corporate Governance Measures” for more
information.
Our Directors are satisfied that our Board as a whole together with our senior management team is able to
manage our business independently from the group of our Controlling Shareholders and their close associates.
– 217 –


--- page 227 ---
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
Operational Independence
Our Company (through our subsidiaries) holds or enjoys the benefit of all relevant licenses necessary to
carry on our business, and has sufficient and independent capital, equipment, access to customers and suppliers,
and employees to operate our business independently from the group of our Controlling Shareholders or their
close associates. In addition, our organizational structure is made up of individual departments, each with
specific areas of responsibilities. We have also established a set of internal control measures to facilitate the
effective operation of our business. As such, we have full rights to make all decisions regarding, and are capable
of carrying out, our own business and operations independently.
Our Group and Zhonglang Group have certain connected transactions upon and after the Listing, including,
among others, purchase of marketing services and publishing services from Zhonglang Group. See “Connected
Transactions” section in this prospectus for details. Except for such transactions, as of the Latest Practicable
Date, our Directors do not expect that there will be any other connected transactions between our Group and the
group of our Controlling Shareholders and their respective associates upon or shortly after the Listing. Given that
our Group has also collaborated with other independent third party vendors to provide relevant services, our
Directors believe that we are capable of carrying on our business independently of the group of our Controlling
Shareholders and their respective close associates.
Financial Independence
During the Track Record Period and up to the Latest Practicable Date, our Group has our own internal
control, accounting and financial management system and we make financial decisions according to our own
business needs. Our Group’s major finance operations are handled by our financial management department,
which operates independently from the group of our Controlling Shareholders and their close associates.
We have sufficient capital and banking facilities to operate our business independently and have adequate
resources to support our daily operation. As of June 30, 2025, we had bank balances and cash of
RMB315.3 million. As of the Latest Practicable Date, there was no outstanding loan from, or guarantees
provided by, the group of Controlling Shareholders to our Group. Our Directors believe that we are capable of
obtaining financing from external sources independently without reliance on the group of our Controlling
Shareholders.
Based on the above, our Directors believe that we have the ability to operate independently of the group of
our Controlling Shareholders and their respective close associates from a financial perspective and are able to
maintain financial independence from the group of our Controlling Shareholders and their respective close
associates.
NON-COMPETITION UNDERTAKING
On December 1, 2025, Ms. Yang (the “Covenantor”), our ultimate Controlling Shareholder, entered into the
Non-competition Undertaking in favor of us pursuant to which, she has undertaken that:
(a) the Covenantor will and will procure that her close associates (except any member of the Group) will
not, during the Restricted Period, directly or indirectly (whether in the capacity of principal or agent,
whether for its own benefit or jointly with or on behalf of any person, firm or company), commence,
engage in or participated in or acquire any business (the “Restricted Business”) which competes or may
compete directly or indirectly with the Core Business of our Group, subject to certain limited
exceptions as set forth below;
(b) the Covenantor will and will procure all relevant information relating to the implementation of the
Non-competition Undertaking in her possession and/or the possession of any of her close associates to
be provided to our Company;
(c) the Covenantor will procure that, during the Restricted Period, any business, investment or other
business opportunity which relates to the Restricted Business (the “New Business Opportunity”)
becomes available to her or any of her close associates (the Covenantor together with her close
associates, the “Offeror”), is first referred to our Company in certain manners;
– 218 –


--- page 228 ---
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
(d) the Covenantor will, jointly and severally, indemnify and keep indemnified our Group against any
damage, loss or liability suffered by our Company or any other members of our Group arising out of or
in connection with any breach of its undertakings and/or obligations under the Non-competition
Undertaking.
The undertakings under the Non-competition Undertaking are not applicable in the following circumstances:
(1) any Restricted Business engaged directly or indirectly through the ownership of equity interest in any of the
members of our Group; (2) any business engaged directly or indirectly through equity interests held directly or
indirectly by the Covenantor (other than our Group) as of the date of the Non-competition Undertaking as
disclosed in this Prospectus; or (3) any Restricted Business engaged directly or indirectly through the ownership
of equity interest in the shares of listed companies, provided that the Covenantors and/or her close associates
(except any member of our Group) hold in aggregate not more than 10% of the issued share capital of relevant
class of shares of such company, and the Covenantor and/or her close associates (except any member of our
Group) have no right to appoint the majority of directors of such company or participate in the management of
such company.
Pursuant to the Non-competition Undertaking, the Restricted Period refers to the period which commences
from the Listing Date and ends on the following dates (whichever is earlier): (1) the date when the Shares cease
to be listed on the Stock Exchange; and (2) the date when the Covenantor cease to be the controlling shareholder
or the single largest shareholder of our Company.
CORPORATE GOVERNANCE MEASURES
Our Directors recognize the importance of good corporate governance in protecting our Shareholders’
interests as a whole. We have adopted the following measures to safeguard good corporate governance standards
and to avoid potential conflict of interests between our Group and the group of our Controlling Shareholders:
(a) our independent non-executive Directors will review, on an annual basis, any conflicts of interest’s
circumstances between our Group on the one hand and the group of our Controlling Shareholders
and/or our Directors on the other hand and provide impartial and professional advice to protect the
interests of our minority Shareholders;
(b) our Company will disclose decisions on matters (if any) reviewed by our independent non-executive
Directors in the annual reports of our Company or in the announcements under the Listing Rules;
(c) the group of our Controlling Shareholders will provide all information requested by our Company that
is necessary for the review by our independent non-executive Directors;
(d) if any of our Directors and/or their respective close associates has material interests in any matter to be
deliberated by our Board in which such Directors and/or their respective close associates have material
interest, he/she shall not vote on any resolution approving such matter and shall not be counted towards
the quorum for the voting pursuant to the applicable provisions in the Memorandum and Articles of
Association;
(e) we have appointed Innovax Capital Limited as our compliance advisor, which will provide advice and
guidance to us in respect of compliance with the applicable laws and the Listing Rules including
various requirements relating to directors’ duties and corporate governance;
(f) we have established the audit committee, remuneration committee and nomination committee with
written terms of reference in compliance with the Listing Rules and the Corporate Governance Code;
and
(g) where the advice from independent professional, such as that from financial adviser, is reasonably
requested by our Directors (including the independent non-executive Directors), the appointment of
such independent professional will be made at our Company’s expenses.
Our Directors consider that the above corporate governance measures are sufficient to manage any potential
conflict of interests between the group of our Controlling Shareholders and their respective associates and our
Group and to protect the interests of our Shareholders, in particular, the minority Shareholders.
– 219 –


--- page 229 ---
CONNECTED TRANSACTIONS
We have entered into certain agreements with persons that will, upon the Listing, become our connected
persons (as defined under Chapter 14A of the Listing Rules). Accordingly, following the completion of the
Listing, the transactions contemplated thereunder will constitute our continuing connected transactions under the
Chapter 14A of the Listing Rules.
CONNECTED PERSONS
The following sets forth our connected persons that we have entered into transactions with, which will
constitute continuing connected transactions upon the Listing, and the details of their relationship with our
Group:
• Zhuhai Zhonglang Ningkang Technology Co., Ltd. (
ʮ̡) (“Zhonglang
Ningkang”) is a limited liability company established in the PRC and is owned as to 70% by Ms. Yang,
our executive Director and chief executive officer, and 30% by YU Liang, director of certain of our
subsidiaries. Zhonglang Ningkang is a consolidated affiliated entity of and ultimately controlled by
Zhonglang Cayman. See “History, Reorganization and Corporate Structure — Corporate Development
and Reorganization” for details.
• Beijing Zhongyihulian Network Technology Co., Ltd. (
ʮ̡) (“Zhongyi
Hulian”), a limited liability company established in the PRC, which is wholly-owned by Zhonglang
Ningkang. Accordingly, Zhongyi Hulian is a connected person of our Company.
• Yinchuan Duoer Internet Hospital Co., Ltd. (
ʮ̡) (“Duoer Hospital”), a
limited liability company established in the PRC, which is owned as to 95% by Zhonglang Ningkang
and 5% by Beijing Aojia Anshi Technology Service Center LLP (
Υ
ྫ), an independent third party. Accordingly, Duoer Hospital is a connected person of our Company.
CONTINUING CONNECTED TRANSACTIONS
The following table sets forth the continuing connected transactions with our Group following the Listing:
Proposed annual cap
for the year ending
December 31,
Transaction
Applicable
Listing Rules Waiver sought 2025 2026 2027
(in RMB’000)
Fully -exempt continuing connected transactions
1. Provision of Services to Zhonglang Ningkang
- Trademark License Agreement .......... 14A.76(1)(c) Fully exempt 960 960 960
Non-exempt continuing connected transactions (subject to reporting, announcement and annual review
requirements)
2. Purchase of Services from Zhonglang Ningkang
- Marketing Service Agreement ........... 6,500 7,000 7,500
- Service Purchase Agreement ............ 6 0 0 6 0 0 6 0 0
Sub-total ............................ 14A.76(2)(a) Requirements as to
reporting,
announcement and
annual review
under Chapter 14A
of the Listing Rules
7,100 7,600 8,100
FULLY-EXEMPT CONTINUING CONNECTED TRANSACTIONS
We set out below a summary of the continuing connected transactions of our Group which are fully exempt
from the reporting, annual review, announcement and independent shareholders’ approval requirements under
Rules 14A.76(1)(c) in Chapter 14A of the Listing Rules.
– 220 –


--- page 230 ---
CONNECTED TRANSACTIONS
Provision of Services to Zhonglang Ningkang
Zhongyi Hulian entered into a trademark license agreement (the “Trademark License Agreement”) with
Qingsong Yikang, a subsidiary of our Company, pursuant to which, Qingsong Yikang agrees to license the
trademarks with the registration numbers of 16029889, 16029870, 16040867, 21577633, 21577779, 22125241,
22125565, 40125417 and 43961960 to Zhongyi Hulian and its affiliated entities for the operation of its online
illness fundraising business.
The license fee will be payable by Zhongyi Hulian and will be determined as a fixed percentage of the
revenues generated by Zhongyi Hulian through its use of the relevant trademarks. The term of the Trademark
License Agreement will commence on the date of such agreement and end on December 31, 2027. Zhongyi
Hulian shall be responsible for all the liabilities in respect of the trademarks licensed to it. In the event that
Qingsong Yikang or any member of our Group is held liable due to the reason relating to any trademark under
the Trademark License Agreement, Qingsong Yikang shall have the right to request Zhongyi Hulian for relevant
indemnification.
During the years ended December 31, 2022, 2023, 2024 and the six months ended June 30, 2025, the total
license fee paid by Zhongyi Hulian for the relevant trademark license was nil, nil, RMB0.3 million and
RMB0.3 million, respectively.
The services under the Trademark License Agreement are in the ordinary and usual course of our business
and on normal commercial terms and no more favorable than those available to independent third parties.
The Directors currently expect that the largest aggregated annual amount of the relevant transactions under
the Trademark License Agreement for the year ending December 31, 2025, 2026 and 2027 calculated pursuant to
Chapter 14A of the Listing Rules will be less than HK$3.0 million. Accordingly, pursuant to Rule 14A.76(1), the
aforesaid continuing connected transactions will, upon the Listing, be fully exempt from compliance with the
requirements of reporting, annual review, announcement and approval by independent shareholders under
Chapter 14A of the Listing Rules.
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS
We set out below a summary of the continuing connected transactions of our Group which are subject to
reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules.
Purchase of Services from Zhonglang Ningkang
Principal Terms
Zhongyi Hulian entered into a marketing service agreement (the “Marketing Service Agreement”) with
QingSongBao, a subsidiary of our Company, pursuant to which, QingSongBao agrees to market its and its
affiliated entities’ health insurance and healthcare services and products on the online illness fundraising
platform operated by Zhongyi Hulian now to help us direct user traffic to our health insurance brokerage
services. The term of the Marketing Service Agreement will commence on the date of such agreement and end on
December 31, 2027.
Duoer Hospital entered into a service purchase agreement (the “Service Purchase Agreement”) with
Qingsongchou Network, a subsidiary of our Company, pursuant to which, Qingsongchou Network and its
affiliated entities agree to purchase from Duoer Hospital certain services including (i) information publishing
services, which primarily includes displaying the contents and information provided by our Group relating to our
digital marketing (market education services) on the online media account operated by Duoer Hospital and its
affiliated entities; and (ii) filing services, which primarily provides ethics committee review and filings services
for the medical research projects of Qingsongchou Network and its affiliated entities. The term of the Service
Purchase Agreement will commence on the date of such agreement and end on December 31, 2027.
Reason for the Transactions
We conducted marketing activities on the online illness fundraising platform now operated by Zhongyi
Hulian for many years prior to the Reorganization. Given that (i) we have historically conducted marketing
– 221 –


--- page 231 ---
CONNECTED TRANSACTIONS
activities on the online illness fundraising platform operated now by Zhongyi Hulian; (ii) the stable and high-
quality user traffic converted from such platform; and (iii) the efficiency of user conversion from such platform,
we believe that we would benefit from the continuous business cooperation between us and Zhongyi Hulian
which enables us to acquire users efficiently. We believe that it is in the best interest of our Group to continue to
collaborate with Zhongyi Hulian for user acquisition.
Duoer Hospital has provided publishing services and the filing services to our Group prior to the
Reorganization for many years. Given the length of services provided by Duoer Hospital and its familiarity with
our needs, we benefit from the continuous business cooperation between us and Duoer Hospital, which enables
us to deliver our digital marketing (market education services) and digital medical research assistance services
efficiently. We believe that it is in the best interests of our Group to continue to collaborate with Duoer Hospital
for publishing and filing services.
Historical Amount
During the years ended December 31, 2022, 2023, 2024 and the six months ended June 30, 2025, the total
fees relating to the relevant marketing services was nil, nil, approximately RMB2.7 million, and
RMB2.5 million, respectively.
During the years ended December 31, 2022, 2023, 2024 and the six months ended June 30, 2025, the total
fees relating to the relevant information publishing services and filing services was nil, nil, approximately
RMB0.2 million, and RMB0.4 million, respectively.
Annual Cap and Basis for Annual Cap
Our Directors estimate that (i) the total fees paid by us to Zhongyi Hulian and its affiliated entities for the
relevant marketing services will not exceed RMB6.5 million, RMB7.0 million and RMB7.5 million for the year
ending December 31, 2025, 2026 and 2027, respectively; and (ii) the total fees paid by us to Duoer Hospital and
its affiliated entities for the relevant information publishing services will not exceed RMB0.6 million,
RMB0.6 million and RMB0.6 million for the year ending December 31, 2025, 2026 and 2027, respectively.
In determining the annual caps of marketing services under the Marketing Service Agreement, our Directors
have considered (i) the historical service fee rate of the relevant online platform operated by Zhongyi Hulian;
(ii) the historical and estimated demands of insurance and healthcare services in the future three years; (iii) the
annualized service fees for the three years ending December 31, 2027 based on the historical transaction amount
of RMB2.7 million from July 2024 to December 2024 and the transaction amount incurred in early 2025; and
(iv) the estimated traffic increase of approximately 25% to 30% resulting from a more proactive platform
promotion and influence expansion efforts in 2025 and operational optimizations.
In determining the annual caps of the publishing and filing services under the Service Purchase Agreement,
our Directors have considered (i) the historical transaction amount for such services; (ii) the estimated increasing
demands of our digital marketing (market education services) and digital medical research assistance services
from our customers; (iii) the expected year-on-year increase in traffic cooperation resulting from enhanced
platform publicity and the operational efficiency optimization strategy in 2025; and (iv) the estimated allocation
of services provided by third-party suppliers and Duoer Hospital.
Pricing Policies
The service fee for the marketing services under the Marketing Service Agreement will be determined
primarily based on the general commission fee rate we paid to our other independent third party marketing services
provider of similar types from time to time with reference to the amount and type of services and products
purchased by its users due to the marketing activities conducted directly through the relevant media accounts
platform. We generally settle payment directly with Zhongyi Hulian for the service fees on a monthly basis.
Specific fee rate and payment will be made according to the terms of respective orders as further entered into
between Zhongyi Hulian and us under the Marketing Service Agreement, which shall generally be in line with the
term and conditions we provide to a similar independent third-party supplier.
The service fee for the information publishing and filing services under the Service Purchase Agreement
will be determined primarily based on the actual costs incurred by Duoer Hospital associated with the provision
– 222 –


--- page 232 ---
CONNECTED TRANSACTIONS
of such services plus a fixed premium as determined with reference to the market rate of similar services. We
generally settle payment directly with Duoer Hospital for the service fees on a monthly basis. Specific fee rate
and payment will be made according to the respective orders as further entered into between Duoer Hospital and
us under the Service Purchase Agreement, which shall generally be in line with the term and conditions we
provide to a similar independent third-party supplier.
Listing Rule Implications
The Marketing Service Agreement and the Service Purchase Agreement and the transactions contemplated
thereunder are in the ordinary and usual course of our business and on normal commercial terms or better. Our
Directors currently expect that one or more of the applicable percentage ratios (other than the profit ratio) under
the Listing Rules in respect of such transactions for the year ending December 31, 2025, 2026 and 2027, in
aggregate, will be more than 0.1% but less than 5%. Pursuant to Rule 14A.76(2) of the Listing Rules, they will,
upon the Listing, be subject to the reporting, annual review and announcement requirements under Chapter 14A
of the Listing Rules.
Waiver Application
Our Directors (including our independent non-executive Directors) are of the view that the Marketing
Service Agreement and the Service Purchase Agreement benefit our business operations for the reasons as
described above. In addition, given the transactions under the Marketing Service Agreement and the Service
Purchase Agreement will be carried out from time to time after the Listing and the related agreements are
disclosed in this prospectus, our Directors consider that strict compliance with the announcement requirement in
respect thereof would be impractical and unduly burdensome, and would add unnecessary administrative cost to
us. Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver to us
under Rule 14A.105 of the Listing Rules from strict compliance with the announcement requirement under
Chapter 14A of the Listing Rules in respect of the Marketing Service Agreement and the Service Purchase
Agreement. The waiver will expire on December 31, 2027. In case of any future amendment to the Listing Rules
which is stricter than the requirements applicable to continuing connected transactions disclosed in this
prospectus, we will take appropriate measures to ensure the compliance by us of relevant requirements within a
reasonable time period.
DIRECTORS’ VIEWS
Our Directors (including our independent non-executive Directors) consider that the non-exempt continuing
connected transactions set out above, including but not limited to terms and annual caps thereof, have been
entered into and will be entered into, as applicable, (i) in the ordinary and usual course of our business; (ii) on
normal commercial terms or better; and (iii) are fair and reasonable and in the interests of our Company and our
Shareholders as a whole.
JOINT SPONSORS’ VIEWS
The Joint Sponsors have (i) reviewed the relevant documents and historical figures prepared and provided
by our Company in relation to the above non-exempt continuing connected transactions; and (ii) conducted due
diligence by discussing with our Company with respect to the above non-exempt continuing connected
transactions. Based on the above, the Joint Sponsors are of the view that the proposed annual caps of each of the
above non-exempt continuing connected transactions are fair and reasonable and in the interests of our Company
and its Shareholders as a whole, and that such transactions have been and will be, as applicable, entered into in
the ordinary and usual course of our Company’s business, on normal commercial terms, are fair and reasonable
and in the interest of our Company and its shareholders as a whole.
INTERNAL CONTROL MEASURES
We will adopt the following internal control and corporate governance measures to closely monitor
connected transactions and ensure future compliance with the Listing Rules:
(1) we will adopt and implement a management system on connected transactions and our Board and
various internal departments of our Company will be responsible for the control and daily management
in respect of the continuing connected transactions;
– 223 –


--- page 233 ---
CONNECTED TRANSACTIONS
(2) our Board and various internal departments of our Company will be jointly responsible for evaluating
the terms of the continuing connected transactions, in particular, the fairness of the pricing policies and
annual caps (if applicable) under each transaction;
(3) our Board and the finance department of our Group will regularly monitor the connected transactions
and our management will regularly review the pricing policies to ensure connected transactions to be
performed in accordance with the relevant agreements;
(4) we shall engage our auditors to, and our independent non-executive Directors will, conduct annual
review on the connected transactions to ensure that the transactions contemplated thereunder have been
conducted pursuant to the requirements of the Listing Rules and have fulfilled the relevant disclosure
requirements; and
(5) we will comply with the relevant requirements under Chapter 14A of the Listing Rules for the
continuing connected transactions and comply with the conditions prescribed under the wavier
submitted to the Stock Exchange in connection with the continuing connected transactions in this
regard.
– 224 –


--- page 234 ---
DIRECTORS AND SENIOR MANAGEMENT
OVERVIEW
The following table sets forth certain information regarding our Directors and senior management:
Name Age Position(s)
Date of
Joining
our Group
Date of
Appointment
as a
Director/
Senior
Management Roles and Responsibilities
Executive Directors
Ms. YANG Yin
(ߥ)
50 Chairlady,
executive
Director, and
chief executive
officer
November 12,
2014
November 12,
2014
The Group’s overall strategic
planning, business direction
and daily business operation
and management
Ms. WANG Jing
(ˮ᎑)
50 Executive
Director and chief
financial officer
July 1, 2015 February 3,
2017
The overall and daily
management of finance,
investments, capital market
activities, legal affairs and
corporate governance matters
of our Group
Non-executive Directors
Mr. ZHAO Yuping
(Ⴛρ̻)
52 Non-executive
Director
April 20,
2023
April 20,
2023
Providing advice on business
and investment strategies,
general market trends, and
other matters subject to the
board guidance and approval
Mr. ZHENG Kaihuan
(ቍ௱ᒔ)
38 Non-executive
Director
April 24,
2025
April 24,
2025
Providing advice on business
and investment strategies,
general market trends, and
other matters subject to the
board guidance and approval
Mr. WU Bin ( ю੸) 51 Non-executive
Director
January 8,
2016
January 8,
2016
Providing advice on business
and investment strategies,
general market trends, and
other matters subject to the
board guidance and approval
Independent non-executive Directors
Dr. WANG Xiaoyan
(ˮወዲ)
51 Independent
non-executive
Director
Listing Date Listing Date Responsible for supervising
and providing independent
advice on the operation and
management of our Group
Mr. CHOW Yiu Ming
(׼)
61 Independent
non-executive
Director
Listing Date Listing Date Responsible for supervising
and providing independent
advice on the operation and
management of our Group
Mr. BAI Kun
(ͣ੤)
47 Independent
non-executive
Director
Listing Date Listing Date Responsible for supervising
and providing independent
advice on the operation and
management of our Group
– 225 –


--- page 235 ---
DIRECTORS AND SENIOR MANAGEMENT
Name Age Position(s)
Date of
Joining
our Group
Date of
Appointment
as a
Director/
Senior
Management Roles and Responsibilities
Senior Management
Ms. YANG Yin
(ߥ)
50 Chairlady,
executive
Director, and
chief executive
officer
November 12,
2014
November 12,
2014
The Group’s overall strategic
planning, business direction
and daily business operation
and management
Ms. WANG Jing
(ˮ᎑)
50 Executive
Director and chief
financial officer
July 1, 2015 February 3,
2017
The overall and daily
management of finance,
investments, capital market
activities, legal affairs and
corporate governance matters
of our Group
None of our Directors and members of senior management are related to other Directors or members of
senior management.
DIRECTORS
Our Board currently consists of eight Directors, including two executive Directors, three non-executive
Directors and three independent non-executive Directors. The functions and duties of our Board include, among
others, convening general meetings, implementing the resolutions passed at general meetings, determining
business and investment plans, formulating our annual financial budget and financial accounts, and formulating
our proposals for profit distributions as well as exercising other powers, functions and duties as conferred by the
Articles of Association.
Executive Directors
Ms. YANG Yin (
ߥ)aged 50, is our founder, chairlady, executive Director and chief executive officer.
Ms. Yang is responsible for the Group’s overall strategic planning, business direction and daily business
operation and management. Ms. Yang has served as our Director and chief executive officer since November
2014. Ms. Yang also serves as director and general manager of our subsidiaries, including serving as the
chairlady of the Board of Qingsong Yikang since February 2015.
Ms. Yang served at the PRC branch establishment of IBM Inc., a company listed on the New York Stock
Exchange, stock code: IBM) from November 1999 to December 2001 and worked at IDG, Inc. (a company
which was later acquired by IDG Capital Partners in 2017) from July 2002 to January 2015, with her last position
being vice president.
Ms. Yang graduated from Beijing Institute of Information Engineering (
ʈ೻ኪ৫) of the PRC with
a bachelor’s degree in software engineering in July 1995.
Ms. WANG Jing ( ˮ᎑), aged 50, is our executive Director and chief financial officer. Ms. Wang is
primarily responsible for the overall and daily management of finance, investment, capital market activities and
corporate governance matters of our Group and overseeing the legal affairs of the Group. Ms. Wang has served
as the chief financial officer of our Group since July 2015 and as our Director since February 2017. Ms. Wang
also serves as the chief financial officer of our subsidiaries, including Qingsongchou Network, Tianjin
Gelinkaite, and QingSongBao.
Ms. Wang is an external director of Beijing Dongcheng Culture and Tourism Development Group Co. Ltd.
(
ʮ̡) and the independent non-executive director of Archosaur Games Inc. (ᆀ
ʮ̡) (a company listed on the Stock Exchange, stock code: 09990) since August 2024.
– 226 –


--- page 236 ---
DIRECTORS AND SENIOR MANAGEMENT
Prior to joining our Group, Ms. Wang served as a senior manager in accounting at PricewaterhouseCoopers
LLP from August 1997 to June 2007. She also worked at Ernst & Young Hua Ming Accounting Firm (׼
הfrom June 2007 to June 2015, with her last position being a partner.
Ms. Wang graduated from Central University of Finance and Economics ( ʕ̯ৌ຾ɽኪ) of the PRC with a
bachelor’s degree in international accounting in July 1997. Ms. Wang is a certified public accountant of the PRC
since May 2000.
Non-executive Directors
Mr. ZHAO Yuping (
Ⴛρ̻), aged 52, is our non-executive Director. Mr. Zhao is primarily responsible for
business and investment strategies, general market trends, and other matters subject to the board guidance and
approval. Mr. Zhao has served as our Director since April 2023.
Mr. Zhao has been serving as the chief actuarial officer of Sunshine Life Insurance Corporation Limited
(
ʮ̡) since July 2018, the chief risk officer of Sunshine Life Insurance Corporation
Limited since November 2018, and the assistant general manager of Sunshine Life Insurance Corporation
Limited since March 2022.
Mr. Zhao also served as the department director at the actuarial department of Sunshine Life Insurance
Corporation Limited from November 2007 to January 2009, the senior manager at the actuarial department of
Sunshine Life Insurance Corporation Limited from January 2009 to October 2010, the assistant general manager
of the actuarial department of Sunshine Life Insurance Corporation Limited from October 2010 to April 2013,
the deputy general manager at the actuarial department of Sunshine Life Insurance Corporation Limited from
April 2013 to June 2015, the general manager at the product development department of Sunshine Life Insurance
Corporation Limited from June 2015 to May 2018, the deputy director of product of Sunshine Life Insurance
Corporation Limited from October 2016 to July 2018, the temporary head of actuarial department of Sunshine
Life Insurance Corporation Limited from February 2018 to May 2018, and the deputy general manager at the
operations center of Sunshine Life Insurance Group Company Limited (
ʮ̡) (a company
listed on the Stock Exchange, stock code: 06963) from October 2020 to March 2023.
Mr. Zhao graduated from Peking University ( ̏ԯɽኪ) of the PRC with a bachelor’s degree in physics in
July 1996. He has also been a Fellow of the Society of Actuaries since September 2008.
Mr. ZHENG Kaihuan ( ቍ௱ᒔ), aged 38, is our non-executive Director. Mr. Zheng is primarily responsible
for business and investment strategies, general market trends, and other matters subject to the board guidance and
approval. Mr. Zheng has served as our Director since April 2025.
Mr. Zheng has been working at Detong (Shanghai) Private Equity Fund Management Co., Ltd. since
November 2011 and is now serving as a partner. He also worked at Zhejiang NetNew Technology Co., Ltd. from
August 2008 to March 2010, and subsequently worked at Yinjiang Technology Co., Ltd. from April 2010 to
October 2011.
Mr. Zheng studied electronic information engineering at Zhejiang University (
एϪɽኪ) of the PRC from
2004 to 2008 and received the Certificate for Chu Kochen Honors Program Zhejiang University for his
completion of studies in Intensive Training Program of Innovation and Entrepreneurship in 2008.
Mr. WU Bin (
ю੸), aged 51, is our non-executive Director. Mr. Wu is primarily responsible for business
and investment strategies, general market trends, and other matters subject to the board guidance and approval.
Mr. Wu has served as our Director since January 2016.
Mr. Wu has been serving in various roles including the executive director, director and chairman of the
Board of AiSleep (a company listed on the National Equities Exchange and Quotations (“NEEQ”), stock code:
835910) (which was delisted in April 2023) since August 2007. Mr. Wu also served as the deputy director of
research center of Oriental Communications Co. Ltd. (
ʮ̡) (a company listed on Shanghai
Stock Exchange, stock code: 600776) from August 1998 to April 1999, the general manager of Zhejiang
Huabang Information Technology Development Co. Ltd. (
ʮ̡) from April 1999 to
April 2000, and the founder and the chairman of the board of Hangzhou Caitong Network Technology Co. Ltd.
– 227 –


--- page 237 ---
DIRECTORS AND SENIOR MANAGEMENT
(ʮ̡) from April 2002 to April 2008. He was also the angel investor and has been serving
as the director of Vipshop Holdings Ltd (a company listed on New York Stock Exchange, stock code: VIPS)
from January 2011 to January 2018.
Mr. Wu graduated from Lanzhou University (
ᚆψɽኪ) of the PRC with a master’s degree in physics in
June 1998.
Independent Non-executive Directors
Dr. WANG Xiaoyan (ˮወዲ), aged 51, is our independent non-executive Director. Dr. Wang is primarily
responsible for supervising and providing independent advice on the operation and management of our Group.
Dr. Wang has served as our Director since Listing Date.
Dr. Wang is a full-time professor and vice president at Law School of Nantong University (
ஷɽኪ)o ft h e
PRC. She has also been working as a part-time attorney at Jiangsu Rongqin Law Firm (ה)
since October 1999 and an arbitrator at Nantong Arbitration Commission since January 2008.
Dr. Wang graduated from Nanjing University (ԯɽኪ) of the PRC with a bachelor’s degree in chemistry
in July 1995. After her graduation, she also obtained a master’s degree in law from East China University of
Political Science and Law (
ɽኪ) of the PRC in July 2003 and a doctor’s degree in law from Shanghai
Jiao Tong University ( ɪऎʹஷɽኪ) of the PRC in June 2015.
Dr. Wang obtained the qualification to practice law from Ministry of Justice of the People’s Republic of
China (௅) in July 1998 and the qualification of patent agent ( ਖ਼л˾ଣɛ) from State
Intellectual Property Office of the PRC (ᗆପᛆ҅) in January 2005.
Mr. CHOW Yiu Ming (׼,)aged 61, is our independent non-executive Director. Mr. Chow is
primarily responsible for supervising and providing independent advice on the operation and management of our
Group. Mr. Chow has served as our Director since Listing Date.
Mr. Chow has been serving as the director of Sinopec International Petroleum E&P Hongkong Overseas
Limited (
ʕͩʷ਷ਖ(ಥ)ʮ̡) and Sinopec Corporation Hongkong International Limited (ٰ
΅(ಥ)ʮ̡) since October 2019.
Mr. Chow is experienced in the insurance industry and has initially worked at Hang Seng General Insurance
(Hong Kong) Company Limited, which used to be a wholly owned subsidiary of Heng Seng Bank (a company
listed on the Stock Exchange, stock code: 0011), with his last position being the General Manager & Chief
Underwriting Officer. He then worked at Sinopec Insurance Limited (
ʮ̡) with his last position
being the Chief Risk Officer up to 2018. He subsequently served as the Head of Corporate Insurance and
Partnership Insurance Division of Hang Seng Bank Limited up to January 2020, and Chief Risk Officer at Asia
Insurance Company Limited from May 2021 up to 2024.
Mr. Chow graduated from University of Hull with a master’s degree in Investment and Finance in July
1997. After his graduation, he also completed doctorate studies in public management from Wuhan University
(
ဏɽኪ) of the PRC in September 2011.
Mr. Chow obtained the qualification as a fellow of the Life Management Institute of the Life Office
Management Association, Inc. in September 1987, a Chartered Property Casualty Underwriter of The American
Institute for Property and Liability Underwriters, Inc. in October 1988, a fellow of the Australian Insurance
Institute (currently known as the Australian and New Zealand Institute of Insurance and Finance) in January
1989, and a fellow of the Chartered Insurance Institute in December 1989.
Mr. BAI Kun (
ͣ੤), aged 47, is our independent non-executive Director. Mr. Bai is primarily responsible
for supervising and providing independent advice on the operation and management of our Group. Mr. Bai has
served as our Director since Listing Date.
Mr. Bai has been serving as the chief financial officer of Tsaker New Energy Tech Co., Limited (a
company listed on the Stock Exchange, stock code: 01986) since September 2014, then the executive director
– 228 –


--- page 238 ---
DIRECTORS AND SENIOR MANAGEMENT
since August 2016 and the company secretary since December 2020 respectively. He has also been serving
as the director of Tsaker Chemical (Hong Kong) Company Limited since September 2015. He is primarily
responsible for financial management at Tsaker New Energy Tech Co., Limited. He has been serving as the
director at Hebei Tsaker New Materials Technology Company Limited (
ʮ̡ )( a
company listed on NEEQ, stock code: 873772) since November 2022. He served as the independent non-
executive director at Archosaur Games Inc. (a company listed on the Stock Exchange, stock code: 09990)
from September 2021 to August 2024. Mr. Bai also served as the manager of Tianjin Branch of
PricewaterhouseCoopers up to February 2010. He subsequently served as the financial director of Tianjin
Walkman Biomaterials Co. Ltd. (
ʮ̡ ) from February 2010 to August 2014.
Mr. Bai graduated from Tianjin University (ɽኪ) of the PRC with a bachelor’s degree in technical
economy and a master’s degree in technical economy in July 1999 and March 2002, respectively. Mr. Bai is a
certified public accountant of the PRC since June 2010.
Save as disclosed in “Statutory and General Information” section and herein, none of our Directors has been
a director of any listed companies during the three years immediately prior to the Latest Practicable Date and
there is no other information in respect of the Directors to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the
Listing Rules or other matter that needs to be brought to the attention of the Shareholders.
SENIOR MANAGEMENT
Ms. YANG Yin (
ߥ)aged 50, is our founder, chairlady, executive Director and chief executive officer.
Ms. Yang is responsible for the Group’s overall strategic planning, business direction and daily business
operation and management. See “—Directors—Executive Directors” for details.
Ms. WANG Jing (
ˮ᎑), aged 50, is our executive Director and chief financial officer. Ms. Wang is
primarily responsible for the overall and daily management of finance, investments, capital market activities and
corporate governance matters of our Group. See “—Directors —Executive Directors” for details.
JOINT COMPANY SECRETARIES
Mr. CHOW Shing Lung (
ཅ፴Ꮂ), is one of our joint company secretaries since Listing Date.
Mr. Chow more than 14 years of work experience in the company secretarial and legal fields and is
currently Assistant Vice President, Entity Solutions of Computershare Hong Kong Investor Services Limited
(“Computershare”). Prior to joining Computershare, he was Legal Counsel of the Hong Kong office of a major
technology conglomerate.
Mr. Chow obtained a Graduate Diploma with Distinction in English and Hong Kong Law (Common
Professional Examination) from the Manchester Metropolitan University and a Master of Corporate Governance
degree from The Hong Kong Polytechnic University.
Mr. Chow was admitted as a solicitor of the High Court of Hong Kong and is currently a member of The
Law Society of Hong Kong. Mr. Chow is also an associate member of both The Hong Kong Chartered
Governance Institute (formerly known as the Hong Kong Institute of Chartered Secretaries) and The Chartered
Governance Institute in the United Kingdom.
Mr. YANG Lei (
เᆾ), aged 35, is one of our joint company secretaries since Listing Date. Mr. Yang has
been the strategy and investor relations specialist of our Group since April 2023, and is primarily responsible for
corporate governance and secretarial affairs of the Board and investors.
Prior to joining our Group, Mr. Yang worked at Deloitte Touche Tohmatsu Certified Public Accountants
LLP Beijing Branch (
הfrom September 2011 to April 2014,
with his last position being a senior auditor. He also worked at Tyco Fire & Security (Beijing) Co. Ltd. (̏
ʮ̡) (a company listed on New York Stock Exchange, stock code: TYC) from May 2014 to
September 2017, with his last position being an FP&A Analyst. He further served as the financial manager of
Beijing Qingsongchou Network Technology Co., Ltd. (
ʮ̡) from October 2018 to
September 2019, and the financial manager and researcher of Guangdao Asset Management Co. Ltd. ( Έ༸༟ପ၍
ʮ̡) from September 2019 to April 2023.
– 229 –


--- page 239 ---
DIRECTORS AND SENIOR MANAGEMENT
Mr. Yang graduated from Renmin University of China ( ʕ਷ɛ͏ɽኪ) of the PRC with a bachelor’s degree
in finance and economics in June 2011. After his graduation, he also obtained a master’s degree in investment
and finance from Durham University in January 2019.
BOARD COMMITTEES
Audit Committee
Our Company has established the Audit Committee with written terms of reference in compliance with Rule
3.21 of the Listing Rules and the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. The
Audit Committee consists of three members, namely Mr. BAI Kun, Dr. WANG Xiaoyan and Mr. CHOW Yiu
Ming. Mr. BAI Kun is the chairman of the Audit Committee. The primary duties of the Audit Committee are to
review and supervise the financial reporting process and internal control system of our Group, oversee the audit
process, review and oversee the existing and potential risks of our Group and perform other duties and
responsibilities as assigned by our Board.
Remuneration Committee
Our Company has established the Remuneration Committee with written terms of reference in compliance
with Rule 3.25 of the Listing Rules and the Corporate Governance Code as set out in Appendix C1 to the Listing
Rules. The Remuneration Committee has three members, namely Dr. WANG Xiaoyan, Mr. BAI Kun and
Ms. Yang. Dr. WANG Xiaoyan is the chairlady of the Remuneration Committee. The primary duties of the
Remuneration Committee are to establish and review the policy and structure of the remuneration for our
Directors and senior management and make recommendations on employee benefit arrangement.
Nomination Committee
Our Company has established the Nomination Committee with written terms of reference in compliance
with the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. The Nomination Committee
consists of three members, namely Ms. Yang, Mr. CHOW Yiu Ming and Dr. WANG Xiaoyan. Ms. Yang is the
chairlady of the Nomination Committee. The primary duties of the Nomination Committee are to make
recommendations to our Board on the appointment and removal of Directors of our Company.
BOARD DIVERSITY
We have adopted our Board diversity policy (“Board Diversity Policy”) which sets out the objective and
approach to achieve and maintain diversity on our Board in order to enhance the effectiveness of our Board. Our
Board Diversity Policy provides that our Company should endeavor to ensure that our Board members have the
appropriate balance of skills, experience and diversity of perspectives that are required to support the execution
of its business strategy, and when nominate and appoint a Director, with the assistance of the Nomination
Committee, the Board will consider a number of factors to diversify our board composition, including but not
limited to professional experience, skills, knowledge, gender, age, cultural and educational background,
ethnicity, length of service and the potential contributions that the candidate is expected to bring to our Board, in
order to better serve the needs and development of our Company. All Board appointments will be based on
merits and candidates will be considered against objective criteria, having due regard to the benefits of diversity
to our Board. After the Listing, our Nomination Committee will review our Board Diversity Policy at least
annually to ensure its continued effectiveness and we will disclose in our corporate governance report about the
implementation of our Board Diversity Policy on an annual basis.
Our Directors are of the view that our Board will satisfy the board diversity policy after the Listing. We
have three female Directors on our Board and two female Directors in our Nomination Committee upon the
Listing. We will continue to improve the gender diversity at the Board level after the Listing. We will continue to
apply the principle of appointments based on merits with reference to our diversity policy as a whole. Our
Company is committed to board diversity and will maintain at least one Director of different gender in our Board
and Nomination Committee after the Listing. In addition, our Board will continue to take steps to promote gender
diversity at all levels of our Company, including but not limited to our Board and the senior management levels.
We will take into consideration of gender diversity when recruit staff at mid to senior level management and
continue to emphasize training of female talent and providing long-term development opportunities for our
– 230 –


--- page 240 ---
DIRECTORS AND SENIOR MANAGEMENT
female staff. Our Board and the Nomination Committee will also conduct annual review on our gender diversity
and will take into consideration of gender diversity when recommend and appoint new board members to further
enhance the gender diversity in our Board after Listing.
MANAGEMENT PRESENCE
We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from strict
compliance with the requirement under Rule 8.12 of the Listing Rules in relation to the requirement of
management presence in Hong Kong. For details of the waiver, see “Waivers from Strict Compliance with the
Listing Rules—Management Presence.”
CORPORATE GOVERNANCE
Our Directors recognize the importance of good corporate governance in management and internal
procedures so as to achieve effective accountability. Our Group is expected to comply with the Corporate
Governance Code as set out in Appendix C1 to the Listing Rules, except for the deviation from the code
provision C.2.1 of Part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules.
Ms. Yang is the chairlady of our Board and the chief executive officer of our Company and she has been
managing the business and supervising the overall operations of our Group since its inception. Our Directors
consider that vesting the roles of the chairlady of our Board and the chief executive officer of our Company in
Ms. Yang is beneficial to the management and business development of our Group and will provide a strong and
consistent leadership to our Group. Our Board will continue to review and consider splitting the roles of the
chairlady of our Board and the chief executive officer at a time when it is appropriate and suitable by taking into
account the circumstances of our Group as a whole.
Save for disclosed in this section, our Group is expected to comply with all the code provisions of the
Corporate Governance Code as set out in Appendix C1 to the Listing Rules.
CONFIRMATION FROM OUR DIRECTORS
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under Rule 3.09D
of the Listing Rules on January 17, 2025, and (ii) understands his or her obligations as a director of a listed issuer
under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his/her independence as regards each of
the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he/she has no past or present financial or
other interest in the business of our Company or our subsidiaries or any connection with any core connected
person of our Company under the Listing Rules as of the Latest Practicable Date, and (iii) that there are no other
factors that may affect his/her independence at the time of his/her appointments.
REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
Our Directors and members of our senior management receive remuneration from our Company in the form
of fees, salaries, contributions to pension schemes, discretionary bonuses, allowances, share-based payment,
social insurance benefits, other benefits in kind.
The aggregate amount of remuneration (including salaries, share-based payment, bonus, retirement benefits
and other benefits) paid to our Directors for the three years ended December 31, 2024 and the six months ended
June 30, 2025 were RMB7.0 million, RMB6.1 million, RMB6.4 million and RMB3.8 million, respectively.
The aggregate amount of fees, salaries, contributions to pension schemes, discretionary bonuses,
allowances, share-based payment and other benefits paid to our five highest paid individuals of our Company,
including Directors for the three years ended December 31, 2024 and the six months ended June 30, 2025 were
RMB13.8 million, RMB13.0 million, RMB14.0 million and RMB8.2 million, respectively.
– 231 –


--- page 241 ---
DIRECTORS AND SENIOR MANAGEMENT
It is estimated that remuneration and benefits in kind equivalent to approximately RMB7.5 million in
aggregate will be paid and granted to our Directors and senior management by us in respect of the financial year
ending December 31, 2025 under arrangements in force as at the date of this prospectus.
No remuneration was paid by us to our Directors and senior management or the five highest paid individuals
as an inducement to join or upon joining us or as a compensation for loss of office in respect of the three years
ended December 31, 2024 and the six months ended June 30, 2025. Further, none of our Directors and senior
management had waived any remuneration during the same period.
Save as disclosed above and in the section headed “Statutory and General Information—D. Share Incentive
Scheme” in Appendix IV and Appendix I to this prospectus, no other payments have been made or are payable in
respect of the three years ended December 31, 2024 and the six months ended June 30, 2025 by our Group to the
Directors and senior management.
Our Board will review and determine the remuneration and compensation packages of our Directors and
senior management on which, following the Listing, advice will be received from the Remuneration Committee
taking into account salaries paid by comparable companies, time commitment and responsibilities of the
Directors and senior management and performance of our Group.
COMPETING INTERESTS
Save as disclosed in the section headed “Relationship with Our Controlling Shareholders,” each of our
Directors confirms that he/she or his/her respective close associates do not have any interest in a business, apart
from the business of our Group, which competes or is likely to compete, directly or indirectly, with our business,
which would require disclosure under Rule 8.10 of the Listing Rules.
COMPLIANCE ADVISOR
We have appointed Innovax Capital Limited as our compliance advisor (the “Compliance Advisor” ) upon
listing of our Shares on the Stock Exchange in compliance with Rule 3A.19 of the Listing Rules. Pursuant to
Rule 3A.23 of the Listing Rules, the Compliance Advisor will provide advice to us when consulted by us in the
following circumstances:
• before the publication of any regulatory announcement, circular or financial report;
• where a transaction, which might be a notifiable or connected transaction, is contemplated, including
share issues and share repurchase;
• where we propose to use the proceeds of the Global Offering in a manner different from that detailed in
this prospectus or where its business activities, developments or results deviate from any forecast,
estimate, or other information in this prospectus; and
• where the Stock Exchange makes an inquiry of our Company regarding unusual movements in the
price or trading volume of the Shares of our Company or any other matters in accordance with Rule
13.10 of the Listing Rules.
The term of the appointment shall commence on the Listing Date and end on the date on which our
Company distributes its annual report in respect of its financial results for the first full financial year
commencing after the Listing Date and this appointment may be subject to extension by mutual agreement.
– 232 –


--- page 242 ---
SHARE CAPITAL
AUTHORIZED AND ISSUED SHARE CAPITAL
Our authorized share capital as of the date of this prospectus and before the Share Consolidation and the
Share Re-classification was US$50,000, divided into (1) 2,828,218,804 Ordinary Shares with of a par value of
US$0.00001 each, (2) 212,500,000 Series A Preferred Shares of a par value of US$0.00001 each, (3) 92,391,300
Series A+ Preferred Shares of a par value of US$0.00001 each, (4) 263,932,200 Series B Preferred Shares of a
par value of US$0.00001 each, (5) 16,364,100 Series B+ Preferred Shares of a par value of US$0.00001 each,
(6) 99,288,600 Series C Preferred Shares of a par value of US$0.00001 each, (7) 28,255,429 Series C-1 Preferred
Shares of a par value of US$0.00001 each, (8) 1,415,281,634 Series D-1 Preferred Shares of a par value of
US$0.00001 each, and (9) 43,767,933 Series D-2 Preferred Shares of a par value of US$0.00001 each.
Our issued and outstanding share capital as of the date of this prospectus and before the Share Consolidation
and the Share Re-classification consisted of (1) 800,683,566 Ordinary Shares of a par value of US$0.00001 each,
(2) 212,500,000 Series A Preferred Shares of a par value of US$0.00001 each, (3) 92,391,300 Series A+
Preferred Shares of a par value of US$0.00001 each, (4) 263,932,200 Series B Preferred Shares of a par value of
US$0.00001 each, (5) 16,364,100 Series B+ Preferred Shares of a par value of US$0.00001 each, (6) 99,288,600
Series C Preferred Shares of a par value of US$0.00001 each, (7) 28,255,429 Series C-1 Preferred Shares of a par
value of US$0.00001 each, (8) 245,535,714 Series D-1 Preferred Shares of a par value of US$0.00001 each, and
(9) 39,391,140 Series D-2 Preferred Shares of a par value of US$0.00001 each.
Our authorized, issued and outstanding share capital immediately upon completion of the Global Offering
will be as follows:
Share capital immediately upon completion of the
Global Offering(1)
Aggregate
nominal
value
(US$)
Approximate
percentage
of issued
share capital
immediately
upon
completion
of the Global
Offering(3)
500,000,000 authorized Shares .............................................. 0.0001 N/A
179,834,209 Shares in issue (2) ............................................... 0.0001 87.14%
26,540,000 Shares to be issued under the Global Offering ........................ 0.0001 12.86%
206,374,209 Shares in total ................................................. 0.0001 100.00%
(1) See “—Assumptions” below for the assumption of such share capital.
(2) Each Preferred Share will be automatically converted and re-designated into one Ordinary Share upon the Listing.
(3) Excludes any treasury shares of our Company, if any.
ASSUMPTIONS
The above table assumes that (i) the Global Offering becomes unconditional and the issuance of Shares
pursuant to the Global Offering is made as described herein; (ii) the Over-allotment Option is not exercised;
(iii) the Share Consolidation and the Share Re-classification are completed; and (iv) no Shares is issued under the
Pre-IPO Share Option Scheme or any Shares that may be allotted and issued or repurchased pursuant to the
general mandate given to the Directors for allotment and issuance of Shares referred to in Appendix IV in this
prospectus or the repurchase mandate referred to in Appendix IV to this prospectus, as the case may be.
RANKING
The Offer Shares are ordinary shares in the share capital of our Company and will rank equally in all
respects with all Shares in issue or to be issued as set out in the above table and will qualify and rank equally for
all dividends or other distributions declared, made or paid after the date of this prospectus.
CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS AND CLASS MEETINGS ARE
REQUIRED
After completion of the Global Offering, our Company will have only one class of Shares, namely the
Ordinary Shares, and each ranks pari passu with the other Shares.
– 233 –


--- page 243 ---
SHARE CAPITAL
Pursuant to the Cayman Companies Act and the terms of the Memorandum and the Articles, our Company
may from time to time by ordinary resolution (i) increase its capital; (ii) consolidate and divide its capital into
Shares of larger amount; (iii) subdivide its Shares into Shares of smaller amount; and (iv) cancel any Shares
which have not been taken. In addition, our Company may reduce its share capital by special resolution. For
more details, please see “Summary of the Constitution of Our Company and Cayman Islands Company
Law—2. Articles of Association—2.1 Shares—(c) Alteration of Capital” in Appendix III.
Pursuant to the Cayman Companies Act and the terms of the Memorandum and the Articles, all or any of
the special rights attached to the Shares or any class of Shares may be varied, modified or abrogated either with
the consent in writing of the holders of at least three-fourths of the issued Shares of that class or with the
approval of a resolution passed by at least three-fourths of the votes cast by the holders of the Shares of that class
present and voting in person or by proxy at a separate meeting of the holders of the Shares of that class. For more
details, please see “Summary of the Constitution of Our Company and Cayman Islands Company
Law—2. Articles of Association—2.4 Alterations to the Constitutional Documents and Our Company’s Name”
in Appendix III. Further, our Company will also hold general meetings from time to time as may be required
under the Articles, a summary of which is set out in “Summary of the Constitution of our Company and Cayman
Islands Company Law” in Appendix III.
GENERAL MANDATE TO ISSUE SHARES AND GENERAL MANDATE TO REPURCHASE SHARES
On December 1, 2025, subject to the conditions set forth in “Structure of the Global Offering—Conditions
of the Global Offering,” our Directors have been granted a general unconditional mandate to allot, issue and deal
with up to 20% of as well as to repurchase up to 10% of the Shares of the total issued share capital of our
Company immediately upon the completion of the Global Offering (excluding any treasury shares of our
Company, and assuming no exercise of the Over-allotment Option and without taken into account of any Shares
that may be issued under the Pre-IPO Share Option Scheme). See “Statutory and General Information” in
Appendix IV of this prospectus for details.
SHARE INCENTIVE SCHEME
We have adopted the Pre-IPO Share Option Scheme. See “Statutory and General Information—D. Share
Incentive Schemes—1. Pre-IPO Share Option Scheme” in Appendix IV of this prospectus for details.
– 234 –


--- page 244 ---
SUBSTANTIAL SHAREHOLDERS
Each of the following persons will, immediately following the completion of the Global Offering (without
taking into account of any Shares which may be issued upon the exercise of the Over-allotment Option or any
Shares that may be issued under the Pre-IPO Share Option Scheme), have an interest or short position in Shares
or underlying Shares which would be required to be disclosed to our Company and the Stock Exchange under the
provisions of Divisions 2 and 3 of Part XV of the SFO, or, directly or indirectly, be interested in 10% or more of
the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of
our Company or any other member(s) of our Group:
LONG POSITIONS IN OUR COMPANY
Name Capacity/Nature of interest
Number of
Shares as of
the Latest
Practicable
Date (before
the Share
Consolidation)
Number of
Shares upon
the Listing
(after the Share
Consolidation)(1)
Approximate
percentage
of interest
in our
Company
upon the
Listing
Ms. Yang(2)(3) ....................... I nterest in controlled corporation 473,482,900 47,348,290(L) 22.94%
Interests held jointly with another
person 226,866,446 22,686,646(L) 10.99%
Beneficial Interest 42,871,800 4,287,180(L) 2.08%
QingSongChou Holdings Corporation
(2) . . Beneficial Interest 430,388,000 43,038,800(L) 20.85%
Clematis Holding Limited(2) ............ I nterest in controlled corporation 430,388,000 43,038,800(L) 20.85%
Vlove Holdings Limited(2) ............. Interest in controlled corporation 430,388,000 43,038,800(L) 20.85%
IDG China Media Fund II L.P. (4) ........ Beneficial Interest 231,761,000 23,176,100(L) 11.23%
IDG Media Fund Associates II L.P. (4) .... Interest in controlled corporation 231,761,000 23,176,100(L) 11.23%
IDG China Media Fund GP Associates
Ltd(4) ............................ Interest in controlled corporation 231,761,000 23,176,100(L) 11.23%
Hugo Shong(4) ....................... Interest in controlled corporation 231,761,000 23,176,100(L) 11.23%
Chi Sing Ho(4)(5) ..................... I nterest in controlled corporation 319,036,266 31,903,627(L) 15.46%
Sunshine Life Insurance Corporation
Limited (ʮ
̡)(6)(10) .......................... Beneficial Interest 189,951,236 18,995,124(L) 9.20%
Sunshine Insurance Group Company
Limited(6)(10) ...................... I nterest in controlled corporation 189,951,236 18,995,124(L) 9.20%
DT Global Consumer Investment
Company Limited(7)(11) .............. Beneficial Interest 154,088,500 15,408,850(L) 7.47%
Shanghai DT Yimin Consumer Industries
Equity Investment Fund Center (L.P.)
(
ʕ
ː(Υྫ))(7)(11) .................. Interest in controlled corporation 154,088,500 15,408,850(L) 7.47%
WANG Li(7)(11) ...................... I nterest in controlled corporation 154,088,500 15,408,850(L) 7.47%
ZHANG Xiaoyi(7)(11) .................. I nterest in controlled corporation 154,088,500 15,408,850(L) 7.47%
Grand Path Ventures Limited (8) ......... Beneficial Interest 134,270,418 13,427,042(L) 6.51%
WU Bin(8) .......................... Interests in controlled corporation 134,270,418 13,427,042(L) 6.51%
Interest held jointly with another
person 36,403,838 3,640,384(L) 1.76%
TDH Venture Capital Investment
Limited
(9)(12) ...................... Beneficial Interest 127,787,816 12,778,782(L) 6.19%
ZHAO Hui(9)(12) ..................... I nterest in controlled corporation 127,787,816 12,778,782(L) 6.19%
(1) The letter “L” denotes the person’s long position in the Shares. The number of Shares is provided assuming that each of the Preferred
Shares will be automatically converted and re-designated into one Ordinary Share upon the Listing.
(2) See “History, Reorganization and Corporate Structure” for details of the shareholding interests of Ms. Yang in our Company.
(3) Ms. Yang has been granted certain Options pursuant to the Pre-IPO Share Option Scheme. See “—D. Share Incentive
Scheme—1. Pre-IPO Share Option Scheme” for details.
(4) See “History, Reorganization and Corporate Structure — Pre-IPO Investment — Information Regarding the Pre-IPO Investors” for
details of the relationship between the relevant entities and individuals.
(5) Pursuant to the SFO, Chi Sing Ho is deemed to be beneficially interested in the Shares held by IDG China Media Fund II L.P., IDG
China Capital Fund III L.P. and IDG China Capital III Investors L.P. See “History, Reorganization and Corporate Structure — Pre-
IPO Investment — Information Regarding the Pre-IPO Investors” for details.
(6)-(9) See “History, Reorganization and Corporate Structure — Pre-IPO Investment — Information Regarding the Pre-IPO Investors” for
details of the relationship between the relevant entities and individuals.
(10) The voting rights of 94,975,618 Shares (or 9,497,562 Shares after the Share Consolidation) held by Sunshine Life Insurance
Corporation Limited was proxied to ZHAO Yuping, our non-executive Director and the general manager assistance and an employee
– 235 –


--- page 245 ---
SUBSTANTIAL SHAREHOLDERS
of Sunshine Life Insurance Corporation Limited, under certain power of attorney dated May 9, 2025. See notes to “History,
Reorganization and Corporate Structure —Corporate Structure” for details.
(11) The voting rights of 62,750,159 Shares (or 6,275,016 Shares after the Share Consolidation) held by DT Global Consumer Investment
Company Limited was proxied to ZHENG Kaihuan, our non-executive Director and a partner of Detong (Shanghai) Private Equity
Fund Management Co., Ltd., an affiliate of DT Global Consumer Investment Company Limited, under certain power of attorney dated
April 24, 2025. See notes to “History, Reorganization and Corporate Structure —Corporate Structure” for details.
(12) The voting rights of 36,403,838 and 91,383,978 Shares (or 3,640,384 and 9,138,398 Shares after the Share Consolidation) held by
TDH Venture Capital Investment Limited was proxied to WU Bin, our non-executive Director and the ultimate controller of Grand
Path Ventures Limited, and WEI Haoliang, an independent third party, under certain powers of attorney dated May 16, 2025. See
notes to “History, Reorganization and Corporate Structure —Corporate Structure” for details.
Save as disclosed herein and in “Appendix IV—Statutory and General Information—C. Further Information
about Our Directors and Substantial Shareholders—1. Disclosure of Interests,” our Directors are not aware of any
person who will, immediately following the Global Offering (without taking into account of any Shares which
may be issued upon the exercise of the Over-allotment Option or Shares which may be granted under the Pre-IPO
Share Option Scheme), have an interest or short position in Shares or underlying Shares which would be required
to be disclosed to our Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of
the SFO, or, directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital
carrying rights to vote in all circumstances at general meetings of our Company or any other member(s) of our
Group.
– 236 –


--- page 246 ---
CORNERSTONE INVESTOR
THE CORNERSTONE PLACING
We have entered into a cornerstone investment agreement (the “ Cornerstone Investment Agreement ”)
with Guangdong-Macao In-Depth Cooperation Zone In Hengqin Aoqin Heming Investment Partnership (Limited
Partnership) (
Υྫ) (the “ Aoqin Heming ”), pursuant to
which Aoqin Heming has agreed to, subject to certain conditions, subscribe, or cause its designated entities to
subscribe, at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
200 Shares) that may be purchased for an aggregate amount of approximately RMB100 million (or
approximately HK$110.00 million, calculated based on an exchange rate of RMB0.90906 to HK$1.00) and
inclusive of brokerage fee, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading
fee) (the “ Cornerstone Placing”).
Based on the Offer Price of HK$22.68 per Share, the total number of Offer Shares to be subscribed by
Aoqin Heming would be 4,801,800 Offer Shares. The table below reflects the shareholding percentage
immediately after the completion of the Global Offering.
Assuming the Over-allotment Option is
not exercised
Assuming the Over-allotment Option is
exercised in full
Approximate % of the
Offer Shares
Approximate % of the
total issued share capital
Approximate % of the
Offer Shares
Approximate % of the
total issued share capital
18.09% 2.33% 15.73% 2.28%
Our Company is of the view that the Cornerstone Placing will help raise the profile of our Company and to
signify that such investor has confidence in the business and prospect of our Group. Our Company became
acquainted with Aoqin Heming through introduction by Overall Coordinators.
The Cornerstone Placing will form part of the International Offering, and Aoqin Heming will not subscribe
for any Offer Shares under the Global Offering other than pursuant to the Cornerstone Investment Agreement.
The Offer Shares to be subscribed by Aoqin Heming will rank pari passu in all respects with the fully paid
Shares in issue and all the Shares to be subscribed by Aoqin Heming will be counted towards the public float for
the purpose of Rule 8.08 of the Listing Rules. Immediately following the completion of the Global Offering,
(i) Aoqin Heming and/or its close associates will not have any Board representation in our Company; (ii) Aoqin
Heming and/or its close associates will not become a substantial Shareholder of our Company; and (iii) equity
interests in our Company being beneficially owned by the three largest public Shareholders will be less than 50%
for the purpose of Rule 8.08(3) of the Listing Rules. Aoqin Heming does not have any preferential rights in the
Cornerstone Investment Agreement compared with other public Shareholders, other than a guaranteed allocation
of the relevant Offer Shares at the Offer Price.
As confirmed by Aoqin Heming, there are no side arrangements or agreements between the Company and
Aoqin Heming or any benefit, direct or indirect, conferred on Aoqin Heming, by virtue of or in relation to the
Listing other than a guaranteed allocation of the relevant Offer Shares at the Offer Price, following the principles
as set out in Chapter 4.15 of the Guide for New Listing Applicants.
Aoqin Heming has agreed to pay for the relevant Offer Shares that it has subscribed before dealings in the
Company’s Shares commence on the Stock Exchange. There will be no deferred settlement or delayed delivery
of the Offer Shares to be subscribed by Aoqin Heming.
To the best of the knowledge, information and belief of our Company, (i) Aoqin Heming is an independent
third party; (ii) Aoqin Heming is not accustomed to take and has not taken instructions from the Company, its
subsidiaries, our Directors, chief executive, Controlling Shareholders, substantial Shareholders, existing
Shareholders or their respective close associates in relation to the acquisition, disposal, voting or other
disposition of the Offer Shares; and (iii) the subscription of the Offer Shares by Aoqin Heming is not directly and
indirectly financed by the Company, its subsidiaries, our Directors, chief executive, Controlling Shareholders,
substantial Shareholders, existing Shareholders or their respective close associates.
As confirmed by Aoqin Heming, its subscription under the Cornerstone Placing would be financed by its
own internal resources, and all necessary approvals have been obtained with respect to the Cornerstone Placing.
– 237 –


--- page 247 ---
CORNERSTONE INVESTOR
The total number of Offer Shares to be subscribed for by Aoqin Heming under the Cornerstone Placing may be
affected by reallocation of the Offer Shares between the International Offering and the Hong Kong Public
Offering in the event of over-subscription under the Hong Kong Public Offering, as described in the paragraphs
headed “Structure of the Global Offering — The Hong Kong Public Offering — Reallocation” in this prospectus.
Details of the actual number of Offer Shares to be allocated to Aoqin Heming will be disclosed in the allotment
results announcement of our Company to be published on or around Monday, December 22, 2025.
The table below sets forth the details of the Cornerstone Placing:
Name of the
cornerstone
investor
Total
Investment
Amount(1)
(in
millions)
Number of
Offer
Shares to be
subscribed(2)
Assuming the Over-
allotment Option is not
exercised
Assuming the Over-
allotment Option is fully
exercised
Approximate
% of the
Offer Shares
Approximate
% of our
total issued
share capital
immediately
upon
completion
of the Global
Offering
Approximate
% of the
Offer Shares
Approximate
% of our
total issued
share capital
immediately
upon
completion
of the Global
Offering
Based on the Offer Price of HK$22.68
Aoqin
Heming ..... R M B 1 0 0 4,801,800 18.09% 2.33% 15.73% 2.28%
Notes:
(1) Inclusive of brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee.
(2) Subject to rounding down to the nearest whole board lot of 200 Shares. Calculated based on the exchange rate set out in the section
headed “Information about this Prospectus and the Global Offering — Exchange Rate Conversion.”
THE CORNERSTONE INVESTOR
The information about our cornerstone investor set forth below has been provided by the cornerstone
investor in connection with the Cornerstone Placing.
Guangdong-Macao In-Depth Cooperation Zone In Hengqin Aoqin Heming Investment Partnership (Limited
Partnership) (Υྫ) is a limited partnership established in
the PRC on August 7, 2025, which is principally engaged in equity investment, investment management and
asset management. As of the Latest Practicable Date, Aoqin Heming was held as to approximately 63.33% by
Dongrong No. 1 (Zhuhai Hengqin) Equity Investment Partnership (Limited Partnership) (
ፄɓ໮मऎዑೞ
Υྫ)( “ Dongrong No.1 Investment ”) as a limited partner, approximately 36.66% by
Guangdong-Macao In-Depth Cooperation Zone in Hengqin Industrial Investment Fund (Limited Partnership) ( ዑ
Υྫ)( “ Hengqin Industrial Investment Fund ”) as a limited partner,
and was managed by and held as to 0.0067% by CICC Capital Operation Co., Ltd. (ʮ̡)
(“CICC Capital”) as its general partner. CICC Capital is the general partner of Dongrong No. 1 Investment with
1% of the interest, and the sole limited partner of Dongrong No. 1 Investment with 99.00% interest is Guia Fund
LP, which is in turn controlled by a government body in the Greater Bay Area, an Independent Third Party. The
general partner of Hengqin Industrial Investment Fund is CICC Capital with 0.0001% of the interest, and the sole
limited partner of the Hengqin Industrial Investment Fund with 99.9999% interest is Hengqin Guangdong-Macao
In-Depth Cooperation Zone Finance Bureau (
҅), an Independent Third Party.
CICC Capital is a wholly-owned subsidiary of China International Capital Corporation Limited (ږ
ʮ̡) (‘‘CICC’’), a company dually listed on the Shanghai Stock Exchange (stock code: 601995.SH)
and the Stock Exchange (stock code: 3908.HK).
China International Capital Corporation Hong Kong Securities Limited (“ CICCHKS”) is one of the joint
sponsors, sponsor-overall coordinators, overall coordinators and capital market intermediaries of the Global
Offering, and is an indirect wholly-owned subsidiary of CICC, and therefore Aoqin Heming is a connected client
– 238 –


--- page 248 ---
CORNERSTONE INVESTOR
of CICCHKS. The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, its
consent under paragraph 1C(1) of Appendix F1 to the Listing Rules to permit us to allocate the Offer Shares to
Aoqin Heming subject to certain conditions. For details, please refer to the section headed “Waivers from Strict
Compliance with the Listing Rules—Consent in Relation to Allocation of Offer Shares to Connected Client’” in
this prospectus.
CLOSING CONDITIONS
The obligation of Aoqin Heming to subscribe for the Offer Shares under the Cornerstone Investment
Agreement is subject to, among other things, the following closing conditions:
(i) the Hong Kong Underwriting Agreement and the International Underwriting Agreement being entered
into and having become effective and unconditional (in accordance with their respective original terms
or as subsequently waived or varied by agreement of the parties thereto) by no later than the time and
date as specified in the Hong Kong Underwriting Agreement and the International Underwriting
Agreement, and neither the Hong Kong Underwriting Agreement nor the International Underwriting
Agreement having been terminated;
(ii) the Offer Price having been agreed pursuant to underwriting agreements to be signed among the
Company and the Overall Coordinators (for themselves and on behalf of the underwriters of the Global
Offering);
(iii) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and
permission to deal in, the Shares (including the Shares under the Cornerstone Placing) as well as other
applicable waivers and approvals and such approval, permission or waiver having not been revoked
prior to the commencement of dealings in the Shares on the Stock Exchange;
(iv) the CSRC having accepted the CSRC Filings and published the filing results in respect of the CSRC
Filings on its website, and such notice of acceptance and/or filing results published not having
otherwise been rejected, withdrawn, revoked or invalidated prior to the commencement of dealings in
the Shares on the Stock Exchange;
(v) no laws shall have been enacted or promulgated by any governmental authorities which prohibits the
consummation of the transactions contemplated in the Global Offering or the Cornerstone Investment
Agreement, and there being no orders or injunctions from a court of competent jurisdiction in effect
precluding or prohibiting consummation of such transactions; and
(vi) the respective agreements, representations, warranties, undertakings, confirmations and
acknowledgements of Aoqin Heming under the Cornerstone Investment Agreement are (as of the date
of the Cornerstone Investment Agreement) and will be (as of the Closing (as defined in the Cornerstone
Investment Agreement)) accurate, true and complete in all respects and not misleading or deceptive
and that there is no material breach of the Cornerstone Investment Agreement on the part of Aoqin
Heming.
RESTRICTIONS ON THE CORNERSTONE INVESTOR
Aoqin Heming has agreed that without the prior written consent of our Company, the Joint Sponsors and the
Overall Coordinators, it will not, whether directly or indirectly, at any time during the period of at least six
months following the Listing Date (the “ Lock-up Period”), dispose of, in any way, any of the Offer Shares it has
purchased, pursuant to the Cornerstone Investment Agreement, save for certain limited circumstances, such as
transfers to any of its wholly-owned subsidiaries who will be bound by the same obligations of Aoqin Heming,
including the Lock-up Period restriction.
– 239 –


--- page 249 ---
FINANCIAL INFORMATION
You should read the following discussion in conjunction with the consolidated financial statements and
the notes thereto included in the Accountants’ Report set out in Appendix I to this prospectus which have been
prepared in accordance with IFRSs and the selected historical financial information and operating data
included elsewhere in this prospectus. Our historical results do not necessarily indicate results expected for
any future periods. The following discussion and analysis contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ from those anticipated in these forward-looking
statements as a result of any number of factors, including those set forth in “Forward-Looking Statements”
and “Risk Factors.” In evaluating our business, you should carefully consider the information provided in
“Risk Factors” in this prospectus.
OVERVIEW
We provide healthcare-related and insurance-related solutions in China. We ranked 10th in China’s digital
integrated healthcare and health insurance services market in terms of revenue in 2024, according to the F&S
Report. We strive to build protection and support for people in need with a suite of accessible, targetable and
affordable healthcare solutions.
We serve our users seeking holistic healthcare solutions with Healthcare-related Services , ranging from
early disease screening related promotion and consultancy, health examination and consultation, medical
appointment services to health supplement sales. As a major component of our offerings, we also empower
industry participants to curate quality contents for market education and promote public initiatives on healthcare
in the form of digital marketing. To finance our users’ healthcare spending and address their protection needs, we
also provide users with convenient access to a wide array of health insurance products through Insurance-related
Services, our online insurance marketplace. The ensemble of the healthcare services and insurance funding
resources offered through our integrated platform takes care of our users’ holistic well-being needs.
We achieved significant growth during the Track Record Period. Our revenue in 2022, 2023, 2024 and the
six months ended June 30, 2024 and 2025 was RMB393.6 million, RMB490.0 million, RMB945.0 million,
RMB355.2 million and RMB656.1 million, respectively. We recorded profit for the period from continuing
operations of RMB97.2 million, RMB9.0 million, RMB14.6 million and RMB86.0 million in 2023 and 2024 and
the six months ended June 30, 2024 and 2025, respectively, as compared to loss for the period from continuing
operations of RMB9.1 million in 2022. Our adjusted net profit (non-IFRS measure) was RMB149.2 million,
RMB146.6 million, RMB84.4 million, RMB46.0 million and RMB51.2 million in 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025, respectively. See “—Non-IFRS Measure.”
BASIS OF PRESENTATION
Our historical financial information has been prepared in accordance with International Financial Reporting
Standards. The historical financial information has been prepared on the historical cost basis, except for certain
financial instruments that are measured at fair values at the end of each reporting period.
The preparation of historical financial information in conformity with the IFRSs requires the use of certain
critical accounting estimates, as well as our management’s judgment in applying our accounting policies. We
have consistently applied the accounting policies which conform with the International Accounting Standards
(“IASs”), the IFRSs, amendments to the IFRSs and the related interpretations issued by the International
Accounting Standards Board that are effective for the accounting period beginning on January 1, 2025
throughout the Track Record Period.
KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business, results of operations, financial condition and the period-to-period comparability of our
financial results are principally affected by the following factors.
Acquiring Users and Inducing Purchase Conversion
Our growth is significantly dependent on our ability to continue to attract new users to our platform and
induce users’ purchase conversion. Our established user base is critical for us to attract, retain and engage users.
We intend to continue to expand our user base, optimize user conversion, and increase user spending. To this
end, we plan to leverage the social networks of our existing users, our technology capabilities, targeted sales
– 240 –


--- page 250 ---
FINANCIAL INFORMATION
initiatives and personalized recommendations. We also plan to enhance our marketing campaigns to further
promote our brand and market visibility and optimize user experience to drive user engagement. As a result of
these initiatives, we expect our sales and marketing expenses will continue to increase in absolute amount, but
will remain relatively stable as a percentage of our total revenue, as our business continues to grow. The number
of active users on our platform was 70.5 million, 69.1 million, 65.1 million, 30.9 million and 22.7 million in
2022, 2023, 2024, and the six months ended June 30, 2024 and 2025, respectively. In 2024 and the six months
ended June 30, 2025, the number of insurance policyholders converted from our active users was 0.3 million and
0.2 million, respectively, with a purchase conversion rate of 0.5% and 0.67%, respectively.
Increasing User Stickiness and Activity Level
Our long-term success depends on our ability to improve the strength and longevity of our user relationships
to capture their lifetime value and achieve sustainable growth. We have benefited from the expansion in the
adoption by our existing users of our services over time. For example, approximately 29.5% of our insurance
policyholders in 2024 were customers of Healthcare-related Services prior to their insurance purchases. As our
target users, at the time of their first adoption of our products and services, are primarily at a younger age, we
intend to capture their lifetime value through up-selling and cross-selling opportunities as they progress through
predictable lifecycle events with accumulated assets and growing responsibilities for higher spending on
healthcare solutions, including financial protection. Moreover, such young users bring us further growth potential
by inviting their family members to purchase our healthcare and insurance services. During the Track Record
Period, we incurred substantial promotional expenses in increasing existing user engagement by conducting
various marketing initiatives such as providing more health benefits.
We will step up our efforts to capture their lifetime value with a synergistic cocktail of highly
complementary and naturally progressive services and products. For example, we intend to further expand
insurance coverage levels and products to serve insurance purchasers’ protection needs at different stages of their
lives and extend such relationships to their family and friends through social networks. Additionally, we will
enhance our data analytics capabilities and artificial intelligence technologies to increase the accuracy and
efficiency in identifying user needs to maximize up-selling and cross-selling opportunities.
Strengthening Relationship with Business Partners
We collaborate with our business partners to provide healthcare and insurance products and services. For
example, we have partnered with pharmaceutical companies, doctors and hospitals, and third-party healthcare
service providers to curate quality contents for market education and promote public initiatives on healthcare in
the form of digital marketing, as a major component of our offerings, and make available various services and
products on our platform to enhance user experience. As of June 30, 2025, we had served 62 pharmaceutical
companies. Moreover, we rely on our insurer partners to underwrite the insurance products distributed on our
platform and jointly develop innovative or tailor-made insurance products. As of December 31, 2024, a total of
266 insurance products from 41 insurer partners had been offered on Insurance-related Services . As of June 30,
2025, we offered 294 insurance products from 58 insurance partners, representing an increase of 28 products and
17 partners compared to December 31, 2024.
We expect to diversify and introduce more business partners to reduce our concentration risk. We believe
the high quality of our user base and our risk management capabilities will help us cement our relationship with
insurer partners. We also leverage popular social networking platforms in China as a tool for business
development and relationship engagement. We plan to deepen collaboration with insurer partners by acquiring
more high-quality insurance purchasers, improving insurance product design, enhancing risk control features and
optimizing our technical services. Our ability to maintain a lasting and mutually rewarding relationship with
these business partners is key to our success.
Enriching Service and Product Offerings to Cater to User and Customer Needs
Our success will depend on our ability to launch innovative and competitive services and products that cater
to the evolving needs of our users and customers, which in turn depends on our market insight into user and
customer needs and market trends. For instance, we launched a health insurance product jointly with an insurer
partner tailored for women with breast diseases. The insurance plan offers basic coverage and several upgrade
– 241 –


--- page 251 ---
FINANCIAL INFORMATION
options, providing customized protection and risk-based pricing. Additionally, we partnered with an insurer
partner to upgrade its insurance product, which features, among others, various levels of coverage for family
members chronic disease medications, for online prescriptions, and dental care. In addition, we were among the
first to launch Huiminbao Program in 2020, which are tailor-made for certain specific cities to supplement the
social security schemes administered by the local governments.
We intend to expand into adjacent service and product lines with synergies with our existing business, such
as preventive healthcare products, elderly care services and wealth management services, for additional avenues
to monetize our user base.
Managing Costs and Expenses to Optimize Operational Efficiency
Our results of operations depend on our ability to manage our costs and expenses. Our revenue increased
from RMB393.6 million in 2022 to RMB490.0 million in 2023 and further to RMB945.0 million in 2024. Our
revenue increased from RMB355.2 million in the six months ended June 30, 2024 to RMB656.1 million in the
same period of 2025. Our staff costs, including those recognized as cost of revenue and expenses, were
RMB114.0 million, RMB121.1 million, RMB150.1 million in 2022, 2023 and 2024, accounting for 29.0%,
24.7% and 15.9% of our total revenue in 2022, 2023 and 2024, respectively. In the six months ended June 30,
2024 and 2025, our staff costs were RMB66.8 million and RMB77.1 million, accounting for 18.8% and 11.8% of
our total revenue in the same periods, respectively. Despite increasing staff costs, we have achieved high staff
utilization efficiency, as demonstrated by our average revenue per employee of RMB4.8 million and
RMB3.2 million, respectively, calculated by dividing our revenue in 2024 and the six months ended June 30,
2025 by the number of employees in the same periods. Our sales and marketing expenses also increased
substantially from RMB65.8 million in 2022 to RMB123.8 million in 2023 and further to RMB158.5 million in
2024, primarily driven by our user acquisition and engagement initiatives. Our sales and marketing expenses
increased from RMB72.4 million in the six months ended June 30, 2024 to RMB103.2 million in the same period
of 2025, primarily driven by the increased promotional expenses for precision marketing and brand promotion
aimed at enhancing user engagement. We believe our business model has significant operating leverage and
enables us to and realize structural cost savings. As our business further grows, we intend to leverage technology
advancement economies of scale to further improve our operational efficiency over time.
CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES
The preparation of financial statements in conformity with the IFRSs requires management to make
judgments, estimates and assumptions that affect the application of policies and reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the
basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods. Judgments made by management in the application of the IFRSs
that have significant effect on the financial statements and major sources of estimation uncertainty are discussed
in Note 4 in the Accountants’ Report set out in Appendix I to this prospectus.
Revenue from Contracts with Customers
We recognize revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the services
underlying the particular performance obligation is transferred to the customer. A performance obligation
represents a service (or a bundle of services) that is distinct or a series of distinct services that are substantially
the same. Control is transferred over time and revenue is recognized over time by reference to the progress
towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:
(1) the customer simultaneously receives and consumes the benefits provided by our performance as we perform;
(2) our performance creates or enhances an asset that the customer controls as we perform; or (3) our
performance does not create an asset with an alternative use to us and we have an enforceable right to payment
for performance completed to date. Otherwise, revenue is recognized at a point in time when the customer
obtains control of the distinct service.
– 242 –


--- page 252 ---
FINANCIAL INFORMATION
A contract asset represents our right to consideration in exchange for services that we have transferred to a
customer that is not yet unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a
receivable represents our unconditional right to consideration, i.e., only the passage of time is required before
payment of that consideration is due. A contract liability represents our obligation to transfer services to a
customer for which we have received consideration (or an amount of consideration is due) from the customer. A
contract asset and a contract liability relating to the same contract are accounted for and presented on a net basis.
Insurance Brokerage Services
We provide insurance brokerage services distributing various health insurance policies on behalf of
insurance companies (our customers). As an agent of the insurance company, we sell insurance policies on behalf
of the insurance company and earn brokerage commissions determined as a percentage of premiums paid by the
policyholder. We have identified our promise to sell insurance policies on behalf of an insurance company as the
performance obligation in our contracts with the insurance company. Our performance obligation to the
insurance company is satisfied and commission revenue is recognized at the point in time when an insurance
policy becomes effective. We also provide policyholder inquiry (call center) services which is considered
administrative in nature that transfers minimal benefit to the customer.
We primarily provide short-term health insurance products. The term for short-term health insurance
policies sold by us is typically 12 months. The insurance company pays us a commission either in full upfront or
in monthly installments based on the underlying cash flows of the insurance policy (i.e., payments of the related
premiums for the insurance policy purchased). Our contract terms can give rise to variable consideration due to
the nature of our commission structure (e.g., policy changes or cancelations).
We determine the transaction price of our contracts by estimating commissions that we expect to be entitled
to over the premium collection term of the policy based on historical experience regarding premium retention and
assumptions about future policyholder behavior and market conditions. Such estimates are “constrained” in
accordance with IFRS 15, that is, we use the expected value method and only include estimated amounts in the
transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for such
transactions will not occur.
Insurance Technical Services
We provide intelligent operation services, intelligent risk control services and intelligent monitoring
services to insurance companies and insurance brokerage or agency companies. We have developed an intelligent
operation platform in-house, which is a management platform for insurance product operations. It utilizes
advanced big data analytics to push notification and provide social media promotion for insurance companies and
insurance brokerage or agency companies. We provide an AI-powered intelligent risk control system to assist
insurance companies in customer risk screening and mitigation, effectively reducing risk exposure and improving
profitability through real-time data analysis and fraud detection. We also provide an intelligent monitoring
platform, which monitors product endorsement failures, policy issuance failures and automates testing for order
interfaces, core insurance pages and policy term verification. We recognize the revenue at a point in time when
all the intelligent operation services are delivered.
We also provide technical services to selected insurance brokerage or agency companies where we allow
other insurance brokerage or agency companies to use our customer relationship management (“CRM”) system
without taking possession of our software. We have determined that the insurance brokerage or agency
companies are our customers. We earn monthly system usage revenue for providing the access to our CRM
system, and the revenue is recognized over time when technical services are delivered.
Healthcare-related Services
We provide early disease screening related promotion and consultancy service, where we collaborate with
healthcare partners to help organize early disease screening activities in residential communities. We recognize
the revenue at a point in time when the services are delivered. We sell integrated health service packages to
corporate customers. The services mainly include health education, medical consultations, physical
examinations, and wellness management. We recognize the revenue at a point in time or over time when
integrated health service packages are delivered. We also provide digital marketing (market education services)
– 243 –


--- page 253 ---
FINANCIAL INFORMATION
and digital medical research assistance services to pharmaceutical companies, healthcare companies and
institutions customers. Digital marketing (market education services) is funded by pharmaceutical companies and
charity foundations, we solicit medical professionals nationwide to create healthcare-related educational content
delivered through text, video, and live broadcasts, emphasizing prevention, treatment, and rehabilitation. Digital
medical research assistance services primarily include cross-sectional research, clinical data collection and
analysis, and assistance in transform research into academic publications. The digital medical research assistance
services mainly includes real world study and clinical data processing and analysis. Each service has a unit price,
and the service fee is settled monthly with pharmaceutical companies, healthcare companies and institutions. We
recognize the revenue at the point in time when the digital medical research assistance services and digital
marketing (market education services) are delivered.
For the contracts that involve the third-party vendors, we consider ourselves as provider of the services as
we have control of the specified services at any time before it is transferred to the customers which is evidenced
by (1) we are primarily responsible for the planning and producing the content for the healthcare services and
(2) having latitude in selecting third party vendors and establishing pricing. Therefore, we act as the principal of
these arrangements and recognize the revenue earned and costs incurred related to these transactions on a gross
basis.
Other Services
We display advertisement for certain companies on our various website channels and mobile apps and earn
marketing service revenue mainly based on the number of articles published and the number of advertisement
displayed. We also organize online and offline marketing activities to showcase products and brands for certain
companies, and charge fees based on volume of activities. Other service revenue is recorded at a point in time
when the advertisement has been displayed.
Equity-settled Share-based Payment Transactions
Shares/Share Options Granted to Employees
Equity-settled share-based payments to employees and others providing similar services are measured at the
fair value of the equity instruments at the grant date.
The fair value of the equity-settled share-based payments determined at the grant date without taking into
consideration all non-market vesting conditions is expensed using graded vesting method over the vesting period,
based on our estimate of equity instruments that will eventually vest, with a corresponding increase in equity
(share-based payments reserve). At the end of each reporting period, we revise our estimate of the number of
equity instruments expected to vest based on assessment of all relevant non-market vesting conditions. The
impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative
expense reflects the revised estimate, with a corresponding adjustment to the share-based payments reserve.
For shares/share options that vest immediately at the date of grant, the fair value of the shares/share options
granted is expensed immediately to profit or loss.
When share options are exercised, the amount previously recognized in share-based payments reserve will
be transferred to share capital and capital reserve. When the share options are forfeited after the vesting date or
are still not exercised at the expiry date, the amount previously recognized in share-based payments reserve will
be transferred to retained earning.
When shares granted are vested, the amount previously recognized in share-based payments reserve will
continue to be in other reserves.
Shares/Share Options Granted to Non-employees
Equity-settled share-based payment transactions with parties other than employees are measured at the fair
value of the goods or services received, except where that fair value cannot be estimated reliably, in which case
they are measured at the fair value of the equity instruments granted, measured at the date we obtain the goods or
the counterparty renders the service. The fair values of the goods or services received are recognized as expenses
(unless the goods or services qualify for recognition as assets).
– 244 –


--- page 254 ---
FINANCIAL INFORMATION
Modification to the Terms and Conditions of the Share-based Payment Arrangements
When the terms and conditions of an equity-settled share-based payment arrangement are modified, we
recognize, as a minimum, the services received measured at the grant date fair value of the equity instruments
granted, unless those equity instruments do not vest because of failure to satisfy a vesting condition (other than a
market condition) that was specified at grant date. In addition, if we modify the vesting conditions (other than a
market condition) in a manner that is beneficial to the employees, for example, by reducing the vesting period,
we take the modified vesting conditions into consideration over the remaining vesting period.
The incremental fair value granted, if any, is the difference between the fair value of the modified equity
instruments and that of the original equity instruments, both estimated as of the date of modification.
If the modification occurs after vesting period, the incremental fair value granted is recognized immediately,
or over the vesting period if additional period of service is required before the modified equity instruments are
vested.
If the modification reduces the total fair value of the share-based arrangement, or is not otherwise beneficial
to the employee, we continue to account for the original equity instruments granted as if that modification had
not occurred.
Intangible Assets
Intangible Assets Acquired Separately
Intangible assets with finite useful lives that are acquired separately are carried at costs less accumulated
amortization and any accumulated impairment losses. Amortization for intangible assets with finite useful lives is
recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization
method are reviewed at the end of each reporting period, with the effect of any changes in estimate being
accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are
carried at cost less any subsequent accumulated impairment losses.
Internally-generated Intangible Assets—Research and Development Expenditure
Expenditure on research activities is recognized as an expense in the period in which it is incurred. An
internally-generated intangible asset arising from development activities (or from the development phase of an
internal project) is recognized if, and only if, all of the following have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its
development.
The amount initially recognized for internally-generated intangible asset is the sum of the expenditure
incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no
internally-generated intangible asset can be recognized, development expenditure is recognized in profit or loss
in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated
amortization and accumulated impairment losses (if any), on the same basis as intangible assets that are acquired
separately.
– 245 –


--- page 255 ---
FINANCIAL INFORMATION
Financial Assets at Fair Value through Profit or Loss (“FVTPL”)
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value
gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss excludes any dividend
or interest earned on the financial asset which is included in the “other income and expenses” line item.
Impairment of Financial Assets
We perform impairment assessment under expected credit loss (“ECL”) model on financial assets (including
accounts receivables, bank balances, restricted bank deposits and other receivables), and other items (contract
assets) which are subject to impairment under IFRS 9. The amount of ECL is updated at each reporting date to
reflect changes in credit risk since initial recognition.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of
the relevant instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is
expected to result from default events that are possible within 12 months after the reporting date. Assessments
are done based on our historical credit loss experience, adjusted for factors that are specific to the debtors,
general economic conditions and an assessment of both the current conditions at the reporting date as well as the
forecast of future conditions.
We always recognize lifetime ECL for accounts receivables and contract assets. The ECL on these assets are
assessed collectively using a provision matrix with appropriate groupings.
For all other instruments, we measure the loss allowance equal to 12m ECL, unless when there has been a
significant increase in credit risk since initial recognition, we recognize lifetime ECL. The assessment of whether
lifetime ECL should be recognized is based on significant increases in the likelihood or risk of a default
occurring since initial recognition.
Significant Increase in Credit Risk
In assessing whether the credit risk has increased significantly since initial recognition, we compare the risk
of a default occurring on the financial instrument as of the reporting date with the risk of a default occurring on
the financial instrument as of the date of initial recognition. In making this assessment, we consider both
qualitative and quantitative information that is reasonable and supportable, including historical experience and
forward-looking information that is available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has
increased significantly:
• an actual or expected significant deterioration in the financial instrument’s external (if available) or
internal credit rating;
• significant deterioration in external market indicators of credit risk, e.g., a significant increase in the
credit spread, the credit default swap prices for the debtor;
• existing or forecast adverse changes in business, financial or economic conditions that are expected to
cause a significant decrease in the debtor’s ability to meet its debt obligations;
• an actual or expected significant deterioration in the operating results of the debtor;
• significant increases in credit risk on other financial instrument’s of the same debtor;
• an actual or expected significant adverse change in the regulatory, economic, or technological
environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt
obligations.
Irrespective of the outcome of the above assessment, we presume that the credit risk has increased
significantly since initial recognition when contractual payments are more than 30 days past due, unless we have
reasonable and supportable information that demonstrates otherwise.
– 246 –


--- page 256 ---
FINANCIAL INFORMATION
Despite the foregoing, we assume that the credit risk on a debt instrument has not increased significantly
since initial recognition if the debt instrument is determined to have low credit risk at the reporting date. A debt
instrument is determined to have low credit risk if (1) it has a low risk of default, (2) the borrower has a strong
capacity to meet its contractual cash flow obligations in the near term, and (3) adverse changes in economic and
business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfill
its contractual cash flow obligations. We consider a debt instrument to have low credit risk when it has an
internal or external credit rating of “investment grade” as per globally understood definitions.
We regularly monitor the effectiveness of the criteria used to identify whether there has been a significant
increase in credit risk and revise them as appropriate to ensure that the criteria are capable of identifying
significant increase in credit risk before the amount becomes past due.
Definition of Default
For internal credit risk management, we consider an event of default occurs when information developed
internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including us,
in full (without taking into account any collaterals held by us). Irrespective of the above, we consider that default
has occurred when a financial asset is more than 90 days past due unless we have reasonable and supportable
information to demonstrate that a more lagging default criterion is more appropriate.
Credit-impaired Financial Assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated
future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes
observable data about the following events:
• significant financial difficulty of the issuer or the borrower;
• a breach of contract, such as a default or past due event;
• the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial
difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise
consider;
• it is becoming probable that the borrower will enter bankruptcy or other financial reorganization;
• the disappearance of an active market for that financial asset because of financial difficulties; or
• the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.
Write-off Policy
We write off a financial asset when there is information indicating that the counterparty is in severe
financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty has been
placed under liquidation or has entered into bankruptcy proceedings, when the amounts are over two years past
due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under our
recovery procedures, taking into account legal advice where appropriate. A write-off constitutes a derecognition
event. Any subsequent recoveries are recognized in profit or loss.
Measurement and Recognition of ECL
The measurement of ECL is a function of the probability of default, loss given default (i.e., the magnitude of
the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss
given default is based on historical data adjusted by forward-looking information. Estimation of ECL reflects an
unbiased and probability-weighted amount that is determined with the respective risks of default occurring as the
weights.
We use a practical expedient in estimating ECL on trade receivables using a provision matrix taking into
consideration historical credit loss experience and forward looking information that is available without undue
cost or effort.
– 247 –


--- page 257 ---
FINANCIAL INFORMATION
Generally, the ECL is the difference between all contractual cash flows that are due to us in accordance with
the contract and the cash flows that we expect to receive, discounted at the effective interest rate determined at
initial recognition.
Where ECL is measured on a collective basis or cater for cases where evidence of significant increases in
credit risk at the individual instrument level may not yet be available, the financial instruments are grouped on
the following basis:
• Nature of financial instruments (i.e. accounts and other receivables, and contract assets);
• Past-due status;
• Nature, size and industry of debtors; and
• External credit ratings where available.
The grouping is regularly reviewed by management to ensure the constituents of each group continue to
share similar credit risk characteristics.
Interest income is calculated based on the gross carrying amount of the financial asset unless the financial
asset is credit-impaired, in which case interest income is calculated based on amortized cost of the financial asset.
We recognize an impairment gain or loss in profit or loss for all financial instruments by adjusting their
carrying amount, with the exception of accounts receivables, other receivables and contract assets where the
corresponding adjustment is recognized through a loss allowance account.
Retention Rate Used when Estimating insurance Brokerage Income
In determining the transaction price of insurance brokerage income, we decide to use the expected value
method to estimate the variable consideration as well as consider the requirements on constraining estimates of
variable consideration only to the extent that it is highly probable that a significant reversal in the amount of
cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is
subsequently resolved. We estimate the variable consideration (including the constraint) over the expected life of
the insurance policy from its effective date. The estimate is based, in part, on the historical premium retention/
persistency rate of insurance product categories (i.e., the likelihood of renewal). We estimate such rate on a
monthly basis based on the history of payment patterns of insurance products as well as our expectation of future
collection. We focus on assessing whether the estimate of variable consideration is constrained, and such
constraint factor will be included in the estimate of historical retention rate. For these reasons, we record
insurance brokerage income at the beginning of the insurance period with a corresponding contract asset and
reassess the estimates of the transaction price at each reporting date.
Estimation of the Fair Value of the Convertible Redeemable Preferred Shares
The convertible redeemable preferred shares issued by us are not traded in any active market and the
respective fair value is determined by using valuation techniques. We applied the discounted cash flow method to
determine the underlying equity value of our Company and adopted option-pricing method and equity allocation
model to determine the fair value of the convertible redeemable preferred shares. Key assumptions and inputs
such as the timing of the liquidation, redemption or initial public offering event as well as the probability of the
various scenarios were based on our best estimates. Further details are included in Note 30 in the Accountants’
Report set out in Appendix I to this prospectus.
Estimation of the Fair Value of the Equity-settled Share-based Payment Transactions
Equity-settled share-based payments to selected directors, employees and external consultants are measured
at the fair value of the equity instruments at the grant date. We applied the binominal pricing model to determine
the fair value. Key assumptions and key inputs such as the ordinary share price, exercise price, expected
volatility, expected life and risk-free interest rate were based on our best estimates. Further details are included in
Note 34 in the Accountants’ Report set out in Appendix I to this prospectus.
– 248 –


--- page 258 ---
FINANCIAL INFORMATION
RESULTS OF OPERATIONS
The following table set forth our consolidated statements of profit or loss and other comprehensive income
for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands except for percentages)
(unaudited)
Continuing operations:
Revenue ................... 393,607 100.0 489,961 100.0 945,006 100.0 355,185 100.0 656,089 100.0
Cost of revenue ............. (68,444) (17.4) (98,486) (20.1) (583,381) (61.7) (179,820) (50.6) (442,874) (67.5)
Gross profit ................ 325,163 82.6 391,475 79.9 361,625 38.3 175,365 49.4 213,215 32.5
General and administrative
expenses ................. (59,809) (15.2) (63,269) (12.9) (71,565) (7.6) (33,079) (9.3) (32,628) (5.0)
Research and development
expenses ................. (52,817) (13.4) (61,389) (12.5) (72,037) (7.6) (32,802) (9.2) (35,370) (5.4)
Sales and marketing expenses . . (65,797) (16.7) (123,826) (25.3) (158,503) (16.8) (72,371) (20.4) (103,235) (15.7)
Fair value changes of
convertible redeemable
preferred shares ........... (150,634) (38.3) (48,297) (9.9) (50,374) (5.3) (25,475) (7.2) 53,827 8.2
Fair value changes of financial
assets at FVTPL ........... 5,000 1.3 3,500 0.7 116 0.0 116 0.0 286 0.0
Impairment loss under ECL
model, net of reversal ....... (200) (0.1) (291) (0.1) (44) (0.0) (15) (0.0) 164 0.0
(Loss)/gain on disposal of
subsidiaries ............... — — (51) (0.0) 282 0.0 282 0.1 — —
Listing expense ............. — — — — ( 12,085) (1.3) (5,616) (1.6) (13,098) (2.0)
Interest income .............. 8,444 2.1 9,069 1.9 10,868 1.2 6,223 1.8 3,352 0.5
Other income, net ............ 7,000 1.8 2 0.0 928 0.1 383 0.1 274 0.0
Foreign currency exchange
loss ..................... (10,011) (2.5) (2,388) (0.5) (1,831) (0.2) (1,898) (0.5) (13) (0.0)
Profit before tax ............ 6,339 1.6 104,535 21.3 7,380 0.8 11,113 3.1 86,774 13.2
Income tax (expense)/credit .... (15,437) (3.9) (7,366) (1.5) 1,610 0.2 3,475 1.0 (729) (0.1)
(Loss)/Profit for the year/
period from continuing
operations ............... (9,098) (2.3) 97,169 19.8 8,990 1.0 14,588 4.1 86,045 13.1
Discontinued operations:
Profit/(Loss) for the year/period
from discontinued
operations ................ 7,004 1.8 (23,553) (4.8) 1,408 0.1 1,408 0.4 — —
(Loss)/Profit for the year/
period .................. (2,094) (0.5) 73,616 15.0 10,398 1.1 15,996 4.5 86,045 13.1
Loss for the year/period
attributable to
non-controlling
interests ............... (33) (0.0) (29) (0.0) — — — — — —
(Loss)/Profit for the year/
period attributable to
owners of our
Company .............. (2,061) (0.5) 73,645 15.0 10,398 1.1 15,996 4.5 86,045 13.1
– 249 –


--- page 259 ---
FINANCIAL INFORMATION
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands except for percentages)
(unaudited)
Other comprehensive
income/(expenses) for the
year/period
Items that will not be
reclassified subsequently
to profit or loss :
Fair value changes on
convertible redeemable
preferred shares due to
own credit risk ......... 7,992 2.0 (6,700) (1.4) 5,849 0.6 3,608 1.0 (5,030) (0.8)
Exchange differences on
translation from functional
currency to presentation
currency .............. (117,609) (29.9) (25,267) (5.2) (23,611) (2.5) (9,768) (2.8) 6,071 0.9
Fair value changes of equity
instruments at fair value
through other
comprehensive income . . . — — — — — — — — (5,700) (0.9)
Total comprehensive
(expenses)/ income for
the year/period ........ (111,711) (28.4) 41,649 8.4 (7,364) (0.8) 9,836 2.8 81,386 12.4
Total comprehensive
(expenses)/income for the
year/period attributable to:
Owners of our
Company .......... (111,678) (28.4) 41,678 8.5 (7,364) (0.8) 9,836 2.8 81,386 12.4
Non-controlling
interests ........... (33) (0.0) (29) (0.0) — — — — — —
NON-IFRS MEASURE
To supplement our consolidated financial statements which are prepared and presented in accordance with
the IFRSs, we use adjusted net profit (non-IFRS measure) as an additional financial measure, which is not
required by, or presented in accordance with, the IFRSs. We believe that such non-IFRS measure facilitates
comparisons of operating performance from period to period and company to company by eliminating the
potential impact of certain items. The use of such non-IFRS measure has limitations as an analytical tool, and
you should not consider them in isolation from, as a substitute for, analysis of, or superior to, our results of
operations or financial condition as reported under the IFRSs. In addition, such non-IFRS financial measure may
be defined differently from similar terms used by other companies, and may not be comparable to other similarly
titled measure used by other companies.
We define adjusted net profit (non-IFRS measure) as profit for the year or period adjusted for fair value
changes of convertible redeemable preferred shares, share-based compensation and listing expenses. Fair value
changes of convertible redeemable preferred shares represent fair value changes relating to shares with
preferential rights issued by us. We do not expect to record any fair value changes in such instruments following
the completion of the Global Offering, as they will be converted into our equity upon the Listing. Share-based
compensation is non-cash expenses arising from granting restricted share units and options to senior management
and employees. Listing expenses arise from activities relating to our Listing. We recorded net profit from
continuing operations of RMB97.2 million and RMB9.0 million in 2023 and 2024, respectively. The net profit
decreased primarily due to (1) an increase of RMB34.7 million in sales and marketing expenses, (2) an increase
of RMB25.0 million in insurance channel expenses, and (3) an increase in listing expense of RMB12.1 million.
– 250 –


--- page 260 ---
FINANCIAL INFORMATION
The following table sets forth a reconciliation of our adjusted net profit (non-IFRS measure) presented in
accordance with the IFRSs.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
(Loss)/Profit for the year/period from
continuing operations ............. (9,098) 97,169 8,990 14,588 86,045
Add:
Fair value changes of convertible
redeemable preferred shares ........... 150,634 48,297 50,374 25,475 (53,827)
Share-based compensation ............ 7,673 1,169 12,946 281 5,863
Listing expense ..................... — — 12,085 5,616 13,098
Adjusted net profit (non-IFRS
measure) ....................... 149,209 146,635 84,395 45,960 51,179
KEY COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue by Service Lines
During the Track Record Period, we generated revenue primarily from our Healthcare-related Services and
Insurance-related Services . The following table sets forth a breakdown of our revenue by service lines, both in
absolute amount and as a percentage of our total revenue, for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands except for percentages)
(unaudited)
Healthcare-related Services
Digital marketing (market
education services) .......... — — 22,804 4.7 468,368 49.6 144,301 40.7 443,793 67.7
Digital medical research assistance
services ................... — — — — 32,219 3.4 16,845 4.7 2,686 0.4
Integrated health service
packages .................. 30,079 7.7 66,831 13.6 70,473 7.5 9,890 2.8 19,959 3.0
Early disease screening related
promotion and consultancy
services ................... 29,698 7.5 65,726 13.4 45,867 4.8 32,444 9.1 36,887 5.6
Insurance-related Services
Insurance brokerage services .... 140,538 35.7 134,987 27.6 133,260 14.1 61,348 17.3 50,733 7.7
Insurance technical services ..... 180,448 45.8 191,759 39.1 188,280 19.9 86,277 24.3 99,368 15.2
Other services ............... 12,844 3.3 7,854 1.6 6,539 0.7 4,080 1.1 2,663 0.4
Total(1) ...................... 393,607 100.0 489,961 100.0 945,006 100.0 355,185 100.0 656,089 100.0
(1) Excluded revenue from discontinued operations.
Revenue from Healthcare-related Services
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we derived revenue from our
Healthcare-related Services of RMB59.8 million, RMB155.4 million, RMB616.9 million, RMB203.5 million
and RMB503.3 million, respectively, accounting for 15.2%, 31.7%, 65.3%, 57.3% and 76.7% of our total
revenue in the same periods, respectively. Our Healthcare-related Services comprise digital marketing (market
education services), digital medical research assistance services, integrated health service packages and early
disease screening related promotion and consultancy services. See “Business—Our Service
Offerings—Healthcare-related Services” for details.
– 251 –


--- page 261 ---
FINANCIAL INFORMATION
We undertook a strategic pivot during the Track Record Period to expand our services which initially
focused on operating an online insurance marketplace, solely addressing our users’ funding needs for their
healthcare issues, to an array of healthcare-related services, which tackle healthcare issues from a multi-
dimensional perspective, directly or derivatively through serving our corporate customers in the broader
healthcare industry. As a result, we can leverage our user base accumulated through insurance transactions, who
are mostly young and tech-savvy, for cross-selling and up-selling opportunities of non-insurance services offered
through online channels, forge a more sustainable and resilient business model with reduced exposure to the
evolving regulatory or cyclical industry risk in one single sector (i.e., previously the insurance industry) or the
heightened commercial risk with one type of institutional partners (i.e., previously insurance companies), and
through a broader offering of healthcare-related services, establish relationships with more participants along the
healthcare value chain, which in turn makes us a more attractive business partner to them. More importantly, this
strategic pivot will allow us to capture the substantial upside in the high-growth segment in digital healthcare,
which has a higher market potential and growth rate, compared to the digital insurance market, according to the
F&S Report. See “Business—Our Strategic Pivot” for details. We sequentially rolled out various non-insurance,
healthcare-related services during the Track Record Period. As a major component of our service offerings, we
began to offer digital marketing (market education services) and execute market education initiatives to enhance
the general public’s healthcare literacy in the form of digital marketing for pharmaceutical companies and chariy
foundations. We charge our customer companies and institutions based on the amount of education content
delivered or the number of online survey questionnaires completed. We began generating revenue from our
digital marketing (market education services) in October 2023. In the early stages, given limited business
volume, we relied primarily on our in-house capabilities and platform to provide the services. Revenue generated
from our digital marketing (market education services) grew significantly from RMB22.8 million in 2023 to
RMB468.4 million in 2024, primarily due to the ramp up of our services, where we delivered 161,530 articles,
5,719 live streaming sessions and 67,044 videos, up from the 1,382 articles and 1,009 live streaming sessions in
2023. As demand grew rapidly driven by the shift of the marketing expenditures by pharmaceutical companies to
online channels, we increased our investment in content production in 2024 by way of outsourcing and inviting
medical professionals to write and produce these contents to ensure the quality of educational materials and
collaborated with major third-party media outlets to broaden our reach. Revenue from our digital marketing
(market education services) increased significantly during the Track Record Period, followed by the improved
content quality and the substantial increase in the number of customers. In the six months ended June 30, 2025,
we experienced an increase in our customer base and delivered 292,346 educational contents, up from 175,695 in
the same period of 2024.
Leveraging our AI-integrated EDC system, we began generating revenue under our digital medical research
assistance service in 2024. We entered into one agreement with our customer in 2023 and expanded to serving
five and nine customers in 2024 and the six months ended June 30, 2025, respectively, with an average revenue
per customer of RMB6.4 million and RMB0.3 million, respectively. Revenue generated from our digital medical
research assistance service in 2024 and the six months ended June 30, 2024 and 2025 was RMB32.2 million,
RMB16.8 million and RMB2.7 million, respectively. Revenue generated from digital medical research assistance
service decreased by 83.9% from RMB16.8 million in the six months ended June 30, 2024 to RMB2.7 million in
the same period of 2025, primarily because a greater number of projects were in initial phases (including protocol
development and ethics review) during the period, and the initial phases were extended compared to the first half
of 2024. Since revenue is recognized for our digital medical research assistance service when the projects are
completed, there was a decrease in revenue in the first half of 2025 as fewer projects were completed in this
period. As these projects progressed to completion, a significant portion of the related revenue is scheduled for
recognition in the second half of 2025.
We provide integrated health service packages to meet various health services needs from our corporate
customers and, to a much lesser extent, individual customers. We charge customers based on the number of
individuals serviced by us, or alternatively, based on the services actually used by the respective customers. In
2022, we provided third-party administrator services for insurance companies. Revenue generated from
integrated health service packages increased significantly from RMB30.1 million in 2022 to RMB66.8 million in
2023, primarily because we expanded our service to non-insurance company customers and began bundling high-
quality health services into customized health service packages. Our revenue increased significantly from
RMB9.9 million in the six months ended June 30, 2024 to RMB20.0 million in the same period of 2025,
primarily due to our continued expansion in customer base, especially with non-insurance company customers. In
2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we served six, eight, 13, nine and 13
corporate customers, respectively; among which four, five, six, five and six were insurance company customers,
– 252 –


--- page 262 ---
FINANCIAL INFORMATION
respectively, and two, three, seven, four and seven were non-insurance company customers, respectively. In
2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, revenue generated from insurance company
customers was RMB22.4 million, RMB26.5 million, RMB17.3 million, RMB9.3 million and RMB3.7 million,
respectively, with an average revenue per customer of RMB5.6 million, RMB5.3 million, RMB2.9 million,
RMB1.9 million and RMB0.6 million in the same periods, respectively. The average revenue per customer for
our insurance company customers during the Track Record Period was generally in line with the overall trend in
revenue from insurance company customers for the same periods, respectively. Revenue generated from
insurance company customers decreased by 37.4% from RMB26.5 million in 2023 to RMB17.3 million in 2024.
This decline was driven by lower service utilization among our insurance company customers’ policyholders,
referred to as a low incur rate, which subsequently reduced the demand for our related outsourced services during
the year. Revenue generated from insurance company customers decreased by 60.2% from RMB9.3 million in
the six months ended June 30, 2024 to RMB3.7 million in the same period of 2025, primarily due to a decrease in
the demand for our services our insurance company customers’ end policyholders as a result of a low incur rate,
leading to a reduction in procurement volumes from our insurance company customers. Revenue generated from
non-insurance company customers was RMB7.6 million, RMB40.3 million, RMB53.2 million, RMB0.6 million
and RMB16.3 million of the same periods, respectively, with an average revenue per customer of
RMB3.8 million, RMB13.4 million, RMB7.6 million, RMB0.1 million and RMB2.3 million in the same periods,
respectively. The average revenue per customer decreased for our non-insurance customers during the Track
Record Period, primarily due to the varying company size of our non-insurance company customers and thus
their demand for our services. Revenue generated from non-insurance company customers increased significantly
from RMB7.6 million in 2022 to RMB40.3 million in 2023, primarily because we began to expand our service to
non-insurance company customers in 2023 at a larger scale. Revenue generated from our non-insurance company
customers increased from RMB0.6 million in the six months ended June 30, 2024, to RMB16.3 million in the
six months ended June 30, 2025, primarily due to an increase in non-insurance company customers’ demand for
our products in the first half of 2025, as we continued to diversify our product offerings in the same period.
Revenue from early disease screening related promotion and consultancy services consisted primarily of
service fees from pharmaceutical companies and health-related companies for marketing and branding as well as
research and consultation services. In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we
recorded service fees for marketing and branding of RMB29.7 million, RMB43.9 million, RMB32.8 million,
RMB29.3 million and RMB29.5 million, respectively, and service fees for research and consultation of nil,
RMB21.8 million, RMB13.0 million, RMB3.1 million and RMB7.4 million, respectively.
Revenue from Insurance-related Services
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we derived revenue from our
Insurance-related Services of RMB321.0 million, RMB326.7 million, RMB321.5 million, RMB147.6 million and
RMB150.1 million, respectively, accounting for 81.5%, 66.7%, 34.0%, 41.6% and 22.9% of our total revenue in the
same periods, respectively. Our Insurance-related Services comprise insurance brokerage services and insurance
technical services. See “Business—Our Service Offerings—Insurance-related Services” for details.
Insurance brokerage services . We facilitate sales of our insurer partners’ products primarily through our
online insurance marketplace. For our insurance brokerage services, we receive insurance brokerage fees paid by
our insurer partners. For each insurance policy we sell through our platform, we charge the insurer partner a basic
commission fee typically ranging from 8% to 35% based on the type of the insurance, the specific product, the
sales channel of each order and our relationship with each insurer partner. Our insurance brokerage services are
primarily delivered online. During the Track Record Period, we facilitated sales of certain corporate property
insurance products through offline channels, which accounted for nil, 0.4%, 1.3%, 0.07% and 0.01% of our
revenue in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively.
Insurance technical services . We provide our insurer partners with a suite of technical services, including
intelligent operations, intelligent risk control, intelligent monitoring and intelligent maintenance services. For the
technical support services we provide to our insurer partners, we generally charge a pre-determined fixed fee,
depending on the service scope and usage requested by the insurer partner. Our technical support services are
delivered primarily online.
– 253 –


--- page 263 ---
FINANCIAL INFORMATION
Revenue from Other Services
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, we derived revenue from other
services of RMB12.8 million, RMB7.9 million, RMB6.5 million, RMB4.1 million and RMB2.7 million,
respectively, accounting for 3.3%, 1.6%, 0.7%, 1.1% and 0.4% of our total revenue in the same periods,
respectively. Revenue from other services primarily comprised service income from certain online and offline
marketing services. The marketing services are provided to corporate customers, by executing advertisements,
product promotions, and client acquisition activities. In 2022, all our marketing services were conducted online
on our own platform. In 2023, our marketing services remained online, with the addition of a third-party
platform. In 2024, our marketing services revenue included RMB4.0 million from online services and
RMB2.5 million from offline services, with two third-party platforms engaged. In the six months ended June 30,
2024 and 2025, our marketing services revenue included RMB3.5 million and RMB0.7 million from online
services, respectively, and RMB0.5 million and RMB1.3 million from offline services, respectively.
Revenue by Customer Types
During the Track Record Period, we generated revenue primarily from corporate customers, such as
insurance companies, pharmaceutical companies and health-related companies. In 2022, 2023, 2024 and the
six months ended June 30, 2024 and 2025, revenue generated from corporate customers was RMB392.5 million,
RMB488.6 million, RMB944.4 million, RMB354.7 million and RMB656.0 million, respectively, accounting for
99.7%, 99.7%, 99.9%, 99.9% and 100.0% of our total revenue in the same periods, respectively. The following
table sets forth a breakdown of our revenue by customer types, both in absolute amount and as a percentage of
our total revenue, for the periods indicated.
Year Ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands, except for percentages)
(unaudited)
Revenue:
Insurance
companies ...... 339,123 86.2 372,869 76.1 330,635 35.0 156,473 44.1 154,262 23.5
Pharmaceutical
companies ...... 6,283 1.6 31,329 6.4 522,737 55.3 162,383 45.7 484,821 73.9
Health-related
companies ...... 30,037 7.6 48,760 10.0 47,954 5.1 1,283 0.4 16,199 2.5
Other
companies(1) ..... 17,025 4.3 35,614 7.2 43,097 4.5 34,546 9.7 747 0.1
Individuals ........ 1,139 0.3 1,389 0.3 583 0.1 500 0.1 60 0.0
Total ............ 393,607 100.0 489,961 100.0 945,006 100.0 355,185 100.0 656,089 100.0
(1) Included primarily technology companies, consulting firms, marketing agents and non-governmental organizations.
Cost of Revenue
Our cost of revenue primarily consisted of (1) procurement costs, representing costs incurred to purchase
primarily content needed for our digital marketing (market education services) and medical research services, as
well as healthcare service packages, (2) insurance channel expenses, representing expenses paid to sales channels
engaged by us to facilitate insurance sales, (3) staff costs, comprising employee salaries, share-based
compensation and outsourced labor costs, (4) payment service fees, incurred for payment processing on third-
party platform, such as Weixin and Alipay, and (5) server costs, primarily our cloud server costs. During the
Track Record Period, our cost of revenue was RMB68.4 million, RMB98.5 million, RMB583.4 million,
RMB179.8 million and RMB442.9 million in 2022, 2023, 2024 and the six months ended June 30, 2024 and
– 254 –


--- page 264 ---
FINANCIAL INFORMATION
2025, respectively. The following table sets forth a breakdown of our cost of revenue by nature, both in absolute
amount and as a percentage of total cost of revenue, for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands, except for percentages)
(unaudited)
Procurement costs . . . 1,597 2.3 55,249 56.1 513,994 88.0 152,759 84.9 414,136 93.6
Insurance channel
expenses(1) ....... 55,537 81.2 30,334 30.8 55,377 9.5 19,184 10.7 19,897 4.5
Staff costs ......... 4,147 6.1 4,641 4.7 7,296 1.3 4,250 2.4 5,013 1.1
Payment service
fees ............ 3,640 5.3 3,179 3.2 2,275 0.4 1,478 0.8 1,035 0.2
Server costs ........ 9 5 9 1 . 4 1,840 1.9 2,230 0.4 554 0.3 1,742 0.4
Others(2) ........... 2,564 3.7 3,243 3.3 2,209 0.4 1,595 0.9 1,051 0.2
Total(3) ............ 68,444 100.0 98,486 100.0 583,381 100.0 179,820 100.0 442,874 100.0
(1) Included fees that we paid to the two types of marketing agents.
(2) Included primarily text message costs, office expenses and traveling expenses.
(3) Excluded cost of revenue from discontinued operations.
The following table sets forth a breakdown of our cost of revenue by service line, both in absolute amount
and as a percentage of our total cost of revenue, for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands, except for percentages)
(unaudited)
Healthcare-related
Services
Digital marketing
(market education
services) ......... — — 17,009 17.3 420,038 72.0 133,389 74.1 383,999 86.7
Digital medical
research assistance
services .......... — — — — 29,595 5.1 15,632 8.7 1,912 0.4
Integrated health
service packages . . . 1,724 2.6 34,013 34.5 51,258 8.8 634 0.4 11,901 2.7
Early disease
screening related
promotion and
consultancy
services .......... 1 0 2 0 . 1 3,494 3.5 10,539 1.8 2,284 1.3 17,842 4.0
Insurance-related
Services
Insurance brokerage
services .......... 60,155 87.9 34,427 35.0 58,996 10.1 21,576 12.0 21,620 4.9
Insurance technical
services .......... 6,463 9.4 7,395 7.5 6,755 1.2 3,642 2.0 3,377 0.8
Other services ...... — — 2,148 2.2 6,200 1.0 2,663 1.5 2,223 0.5
Total(1) ............ 68,444 100.0 98,486 100.0 583,381 100.0 179,820 100.0 442,874 100.0
(1) Excluded cost of revenue from discontinued operations.
– 255 –


--- page 265 ---
FINANCIAL INFORMATION
The following table sets forth a breakdown of our cost of revenue of our early disease screening related
promotion and consultancy services, both in absolute amount and as a percentage of such cost of revenue, for the
periods indicated.
Year Ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands, except for percentages)
(unaudited)
Procurement costs ...... — — 3,414 97.7 10,235 97.1 2,049 89.7 17,590 98.6
Staff costs and
others(1) ............ 1 0 2 100.0 80 2.3 304 2.9 235 10.3 252 1.4
Total ................ 102 100.0 3,494 100.0 10,539 100.0 2,284 100.0 17,842 100.0
(1) Others primarily included traveling expenses.
Cost of revenue for our Healthcare-related Services primarily consisted of procurement costs, and cost of
revenue for our Insurance-related Services primarily consisted of insurance channel expenses and payment
service fees. In particular, the cost of revenue for our digital marketing (market education services) primarily
consists of purchases of outsourced contents, as well as procurement costs in relation to content distribution on
third-party platforms.
Gross Profit and Gross Profit Margin by Service Lines
Our gross profit was RMB325.2 million, RMB391.5 million, RMB361.6 million, RMB175.4 million and
RMB213.2 million in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively,
representing a gross profit margin of 82.6%, 79.9%, 38.3%, 49.4% and 32.5% for the same periods, respectively.
During the Track Record Period, we undertook a strategic pivot to our Healthcare-related Services ,
resulting in increased diversity in our business mix and a corresponding evolution in our cost structure. This
transition reflects our commitment to long-term growth and diversification and positions us to capture
opportunities in high-demand segment in digital healthcare. See “Business—Our Strategic Pivot” for details.
Specifically, (1) in 2023, we launched our digital marketing (market education services). This segment incurred
relatively higher cost of sales compared to other business segments due to the procurement of content created by
medical professionals nationwide, which was recorded as cost of sales. In 2024, we further enhanced the quality
and reach of our educational content through increased investment to improve the quality of educational
materials, including refining our content creation processes and methodologies, as well as increased investment
in strategic collaborations with third-party media outlets. These initiatives have significantly strengthened our
brand visibility and market presence, but also led to relatively higher associated costs, resulting in a decline in
gross profit margin for this segment. (2) Our revenue from integrated health service packages continued to grow,
supported by rising demand from corporate customers, particularly non-insurance companies. Under this model,
we procure outsourced services upon non-insurance companies’ purchases of our service packages, enabling
timely delivery and improved customer experience. This approach differs from our earlier engagement with
insurance companies, where procurement was based on actual utilization, resulting in relatively low procurement
volume and cost. (3) We also advanced the commercialization of our early disease screening related promotion
and consultancy services in 2024, expanding early disease screening sessions and user acquisition efforts. While
this led to higher on-site execution costs, it has allowed us to scale service delivery and deepen engagement with
end users. In prior years, such costs were offset by partner-provided venues and equipment. (4) In our insurance
brokerage segment, gross profit margin adjusted from 74.5% in 2023 to 55.7% in 2024, and to 57.4% in the six
months ended June 30, 2025. This reflected our expansion of sales channels and the strategic spin-off of our
online illness fundraising services, which previously served as a cost-effective customer acquisition channel.
As we continued to strategically pivot to non-insurance healthcare-related services during the Track Record
Period, we experienced a decline in our overall gross profit margin from 82.6% in 2022 to 32.5% in the six
months ended June 30, 2025, which was substantially driven by the inherent lower profit margins for our
Healthcare-related Services due to their distinct cost structure as compared to our Insurance-related Services .
For example, our digital marketing (market education services), as a major component of our service offerings,
and digital medical research assistance services generally have lower gross profit margins compared to our other
service offerings. This is primarily due to higher operational costs associated with delivering these specialized
– 256 –


--- page 266 ---
FINANCIAL INFORMATION
services, including expenses incurred from producing professional content, engaging experts, conducting
research activities, and compliance with regulatory requirements. However, as we rolled out the Healthcare-
related Services and continued to scale them during the Track Record Period, all of our business lines grouped
under this category experienced a general increase in profit margins in the six months ended June 30, 2025, with
the exception of (1) our integrated health service packages, which was primarily due to a relative growth in our
services to non-insurance customers which involves bulk procurement in advance and thus associates with lower
margin compared to services to insurance customers, and (2) our early disease screening related promotion and
consultancy services, which was primarily due to higher on-site execution cost as we continued to scale these
services and did not pass the higher cost onto customers by setting a higher price.
Despite the inherent lower profit margins associated with these non-insurance healthcare-related services,
our expansion into these services can leverage our user base accumulated through insurance transactions, who are
mostly young and tech-savvy, for cross-selling and up-selling opportunities of non-insurance services offered
through online channels, forge a more sustainable and resilient business model with reduced exposure to the
evolving regulatory or cyclical industry risk in one single sector (i.e., previously the insurance industry) or the
heightened commercial risk with one type of institutional partners (i.e., previously insurance companies), and
through a broader offering of healthcare-related services, establish relationships with more participants along the
healthcare value chain, which in turn makes us a more attractive business partner to them. More importantly, this
strategic pivot will allow us to capture the substantial upside in the high-growth segment in digital healthcare,
which has a higher market potential and growth rate, compared to the digital insurance market, according to the
F&S Report.
Additionally, we have undertaken effective measures to improve the profit margins for our Healthcare-
related Services . Specifically, for our digital marketing (market education services), we initially incurred higher
operating costs in 2024, but these efforts laid the foundation for sustainable growth. Our gross profit margin in
this regard increased from 7.6% in the six months ended June 30, 2024 to 13.5% in the same period of 2025,
followed by an increase in our contract prices with our customers as our digital marketing (market education
services) continued to expand. To enhance our profitability for our integrated healthcare service packages, we
will upgrade and optimize the product portfolio of health service packages by including products and services
that have higher profit margins. At the same time, we are also actively expanding collaborations with our high
margin customers to ensure and stabilize our current customer structure. To enhance our profitability for our
early disease screening related promotion and consultancy services, we will improve the standardization of our
services and improve project management and organizational efficiencies. For instance, we will enhance our
technical support capabilities to further improve the digitalization of our project management. We may also
improve the organizational efficiency of our services, for example, by engaging more staff training sessions.
To support sustainable profitability and operational efficiency, we have also implemented a series of
forward-looking strategies. These include continued investment in automation and AIcare i-Odin Content
Creation modules to streamline content production and reduce unit costs, enhancement of our platform to
improve data processing and enable scalable service delivery, and strengthening of procurement processes
through selective outsourcing and improved vendor management. We believe these initiatives will contribute to
margin improvement over time and reinforce our ability to deliver consistent value.
For Healthcare-related Services:
• Digital marketing (market education services ). The gross profit margin of our digital marketing
(market education services) decreased from 25.4% in 2023 to 10.3% in 2024, primarily because we
increased investment in content production in 2024 to improve the quality of educational materials, and
collaborate with two major third-party media outlets to distribute our content, which increased
procurement costs for distribution and partnership. We began our collaboration with the two third-party
media outlets in 2024 and these collaborations were part of a strategic initiative to broaden our reach
and enhance the visibility of our educational content, resulting in an increase in costs. We only
commenced this business segment in 2023 and undertook initial pilot projects with limited customer
base and relatively high gross margins due to the small scale and lower complexity of client demands.
In 2024, we entered a business expansion phase, during which the number of customers increased and
their needs became more diverse and complex. To ensure the quality of our content met these evolving
client expectations, we significantly increased our investment in professional personnel and engaged
specialized third-party service providers, such as video production teams, to fulfill these requirements.
– 257 –


--- page 267 ---
FINANCIAL INFORMATION
Our direct role in improving content quality included refining our internal content creation processes
and methodologies, enhancing editorial standards, and implementing more rigorous quality control
mechanisms. These efforts ensured that the educational materials were more tailored, engaging, and
aligned with client objectives. However, these quality improvements led to higher production and
operational costs, which we did not pass on to customers through price increases. To support
development of this business segment in 2024, we made substantial investments to improve the quality
of educational materials, including refining our content creation processes and methodologies, which
enhanced content quality and resulted in corresponding increases in cost without adjusting our price.
We also increased our participation in industry exhibitions to explore collaborations with experts.
While these efforts, including the refinement of our content creation processes as well as our increased
engagement in industry exhibitions and collaboration with experts, successfully expanded the reach and
impact of our market education services, they also led to higher operating costs, which in turn lowered
our gross margin during the period. As a result of these strategic investments and operational
enhancements, our gross profit margin initially declined in 2024. However, these efforts laid the
foundation for sustainable growth. Our gross profit margin increased from 7.6% in the six months
ended June 30, 2024 to 13.5% in the same period of 2025, primarily due to an increase in our contract
prices with our customers as our digital marketing (market education services) continued to expand.
• Integrated health service packages . The gross profit margin of our integrated health service packages
decreased from 94.3% in 2022 to 49.1% in 2023 and then to 27.3% in 2024. In 2022, we provided
third-party administrator services for insurance companies, which included our self-operated health
assessments and health mall coupons, as well as some outsourced services such as outpatient green
channels and inpatient concierge services. To meet customer demands, we procured these outsourced
services and settled the costs based on actual procurement volumes. In 2022, outsourced services were
only procured when customers required the relevant services, resulting in relatively low procurement
volume and cost and a high gross profit margin in 2022. However, since 2023, we expanded our service
offerings and launched health management services for corporate customers, including non-insurance
company customers, and began bundling high-quality health services into customized health service
packages based on customer needs. For our insurance company customers, they procure services from
us only when their policyholders actually incur and use the service, and we only procure outsourced
services and provide services to them according to the specific needs of their customers. Under this
model, the actual incur rate for the use of our procured services is low, leading to lower cost and higher
gross profit margin on our end. On the other hand, for our non-insurance customers, we provide the
products and services in bulk according to the contract signed at the time of payment in advance, and
they then distribute the products to their customers themselves. Under this model, we were required to
integrate both self-operated and outsourced services, which were procured upon non-insurance
companies’ purchases of our service packages, regardless of actual usage by their customers, and
deliver them as a unified solution, which leads to a fixed gross profit margin at the time of signing the
contract, lower than that for our insurance company customers. As a result, while we increased our
service offerings to non-insurance companies, which led to an increase in revenue, this resulted in
increased procurement of outsourced services as compared to costs incurred from serving insurance
company customers, which led to a significant rise in costs and a corresponding decline in gross profit
margins in 2023. In 2023, 2024 and the six months ended June 30, 2025, revenue generated from our
insurance companies for integrated health service packages was RMB26.5 million, RMB17.3 and
RMB3.7 million, representing 39.7%, 24.5% and 18.5% of the total revenue generated from integrated
health service packages. The gross profit margin of our integrated health service packages decreased
from 93.6% in the six months ended June 30, 2024 to 40.4% in the same period of 2025, primarily due
to an increase in our procurement of outsourced services to meet customer demand in our integrated
health package services, driven mainly by the growing proportion of non-insurance companies under
which model we immediately procure outsourced services upon their purchases of our service
packages. Our gross profit margin from non-insurance company customers is therefore lower than that
from our insurance company customers. To maintain the competitiveness of our services, we have not
charged a higher price to pass on the higher costs to our non-insurance company customers. To
enhance our profitability for our integrated healthcare service packages, we will upgrade and optimize
the product portfolio of health service packages by including products and services that have higher
profit margins. At the same time, we are also actively expanding our high margin customers to ensure
and stabilize our current customer structure.
– 258 –


--- page 268 ---
FINANCIAL INFORMATION
• Early disease screening related promotion and consultancy services . The gross profit margin of our
early disease screening related promotion and consultancy services decreased slightly from 99.7% in
2022 to 94.7% in 2023, and then to 77.0% in 2024 primarily because we strategically expended
resources to improve user acquisition for our early disease screening related promotion and
consultancy sessions. Revenue from our early disease screening related promotion and consultancy
services is primarily derived from advertising income from collaboration partners, with on-site
execution personnel expenses representing the main costs. We recorded high gross profit margins from
early disease screening related promotion and consultancy services exceeding 90% in 2022 and 2023,
primarily because (1) our partners provided venues and equipment at no cost as the service was only at
its beginning stage with limited traffic and demand for venue and equipment; and (2) we only had to
pay on-site execution cost for a limited number of sessions, mainly covering activities such as on-site
staff recruitment, venue coordination, check-in facilitation, and post-event deliverables such as sign-in
sheets, venue photos, and activity reports. However, starting in 2024, we began commercializing our
early disease screening related promotion and consultancy services and enhancing user acquisition
efforts. As a result, we organized more early disease screening sessions and paid on-site execution cost
for more sessions instead of partially relying on our collaboration partners to facilitate the service
sessions by way of providing venue and equipment, incurring higher on-site execution cost as
compared to before the commercialization of our early disease screening related promotion and
consultancy services which contributed to the decline in the gross profit margin. Our profit margin for
early disease screening related promotion and consultancy services decreased from 93.0% in the six
months ended June 30, 2024 to 51.6% in the same period of 2025, primarily because we began
commercializing our early disease screening related promotion and consultancy services in a larger
scale with higher on-site execution cost. We did not pass the higher cost onto customers by setting a
higher price, as we had negotiated the rates in advance and strive to maintain our competitiveness in
the services. To enhance our profitability for our early disease screening related promotion and
consultancy services, we will improve the standardization of our services and improve project
management and organizational efficiencies. For instance, we will enhance our technical support
capabilities to further improve the digitalization of our project management. We may also improve the
organizational efficiency of our services, for example, by engaging more staff training sessions.
For Insurance-related Services:
• Insurance brokerage services . The gross profit margin of our insurance brokerage services increased
from 57.2% in 2022 to 74.5% in 2023, primarily due to the streamlining of our network of marketing
agents and the termination of partnerships with some channels in 2023, which led to a decrease in the
insurance channel expenses and an increase in the gross profit. Specifically, in 2023, our insurance
brokerage services transitioned from a mass product deployment phase to a normalization phase. As
part of this shift, we streamlined our marketing agents network by terminating relationships with
certain high-commission channels and focusing on collaboration with more cost-efficient agents. While
the total number of marketing agents increased from seven to 14, the shift in agent composition and
reallocation of resources materially reduced channel expenses and contributed to the notable
improvement in gross profit margin. However, as the macroeconomic marketing environment affected
the cost-efficiency of customer acquisition through social media, we increased our product deployment
efforts by expanding into more marketing channels. Our gross profit margin then decreased from
74.5% in 2023 to 55.7% in 2024, mainly because (1) we expanded into additional insurance
distribution channels, which increased associated costs. In particular, as we began to expand our traffic
acquisition and promotion channels to promote our products, with a primary goal of acquiring and
retaining policyholders for opportunities in policy renewals in the long term. Our traffic acquisition and
promotion channels demand a fixed cost per policy, and our revenue may vary depending on policy
premium. As such, in 2024, we incurred RMB23.5 million in cost for one of our traffic acquisition and
promotion channels for purpose of user acquisition, leading to a lowered gross profit margin; and (2) in
June 2024, we spun off the online illness fundraising services, which had previously served as a cost-
effective customer acquisition channel, resulting in higher channel expenses. Our profit margin for
insurance brokerage services decreased from 64.8% in the six months ended June 30, 2024 to 57.4% in
the same period of 2025, primarily due to an increase in our customer acquisition channels in
alignment with an industry-wide increase in customer acquisition difficulty and costs.
– 259 –


--- page 269 ---
FINANCIAL INFORMATION
The following table sets forth a breakdown of our gross profit and gross profit margin by service lines for
the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
(RMB in thousands, except for percentages)
(unaudited)
Healthcare-related Services
Digital marketing (market
education services) ....... — — 5,795 25.4 48,330 10.3 10,912 7.6 59,794 13.5
Digital medical research
assistance services ........ — — — — 2,624 8.1 1,213 7.2 774 28.8
Integrated health service
packages ............... 28,355 94.3 32,818 49.1 19,215 27.3 9,256 93.6 8,058 40.4
Early disease screening related
promotion and consultancy
services ................ 29,596 99.7 62,232 94.7 35,328 77.0 30,160 93.0 19,045 51.6
Insurance-related Services
Insurance brokerage
services ................ 80,383 57.2 100,560 74.5 74,264 55.7 39,772 64.8 29,113 57.4
Insurance technical services . . 173,985 96.4 184,364 96.1 181,525 96.4 82,635 95.8 95,991 96.6
Other services ............. 12,844 100.0 5,706 72.7 339 5.2 1,417 34.7 440 16.5
Total(1) ................... 325,163 82.6 391,475 79.9 361,625 38.3 175,365 49.4 213,215 32.5
(1) Excluded gross profit and gross profit margin for discontinued operations.
General and Administrative Expenses
Our general and administrative expenses primarily consisted of (1) staff costs, comprising employee
salaries, share-based compensation and outsourced labor costs for our administrative activities, (2) professional
service fees, representing service fees incurred for legal and audit services, (3) rents, depreciation and
amortization representing office rental for our workspaces, depreciation and amortization and (4) restructuring
tax, in relation to the Reorganization. We incurred general and administrative expenses of RMB59.8 million,
RMB63.3 million, RMB71.6 million, RMB33.1 million and RMB32.6 million in 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025, respectively, representing 15.2%, 12.9%, 7.6%, 9.3% and 5.0% of our
total revenue for the same periods, respectively. The following table sets forth a breakdown of our general and
administrative expenses, both in absolute amount and as a percentage of total general and administrative
expenses, for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands, except for percentages)
(unaudited)
Staff costs ............ 43,027 71.9 44,965 71.1 51,839 72.4 23,133 69.9 27,068 82.9
Rents, depreciation and
amortization ......... 5,767 9.6 4,668 7.4 4,975 7.0 2,462 7.4 2,282 7.0
Professional service
fees ............... 8,799 14.7 9,851 15.6 6,706 9.4 2,304 7.0 1,328 4.1
Restructuring tax ....... — — — — 3,033 4.2 — — — —
Others(1) .............. 2,216 3.8 3,785 5.9 5,012 7.0 5,180 15.7 1,950 6.0
Total general and
administrative
expenses
(2) .......... 59,809 100.0 63,269 100.0 71,565 100.0 33,079 100.0 32,628 100.0
(1) Included primarily traveling expenses and office expenses.
(2) Excluded general and administrative expenses from discontinued operations.
– 260 –


--- page 270 ---
FINANCIAL INFORMATION
Research and Development Expenses
Our research and development expenses primarily consisted of (1) staff costs, comprising employee salaries,
share-based compensation and outsourced labor costs for our R&D activities, (2) consulting fees, representing
technology service fees, and (3) server costs, primarily relating to cloud servers. We incurred research and
development expenses of RMB52.8 million, RMB61.4 million, RMB72.0 million, RMB32.8 million and
RMB35.4 million in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively,
representing 13.4%, 12.5%, 7.6%, 9.2% and 5.4% of our total revenue for the same periods, respectively. The
following table sets forth a breakdown of our research and development expenses, both in absolute amount and
as a percentage of total research and development expenses, for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands except for percentages)
(unaudited)
Staff costs .................... 49,393 93.5 55,627 90.6 63,030 87.5 28,361 86.4 29,457 83.3
Consulting fees ................ 1,910 3.6 2,478 4.0 5,192 7.2 3,353 10.2 3,420 9.7
Server costs ................... 1,439 2.7 2,759 4.5 3,284 4.6 837 2.6 2,310 6.5
Others(1) ...................... 7 5 0 . 2 5 2 5 0 . 9 5 3 1 0 . 7 2 5 1 0 . 8 1 8 3 0 . 5
Total research and development
expenses(2) .................. 52,817 100.0 61,389 100.0 72,037 100.0 32,802 100.0 35,370 100.0
(1) Included primarily traveling and office expenses.
(2) Excluded research and development expenses from discontinued operations.
Sales and Marketing Expenses
Our sales and marketing expenses primarily consisted of (1) promotional expenses, incurred for posting
advertisements and sending promotional text messages, and (2) staff costs, comprising employee salaries, share-
based compensation and outsourced labor costs for our sales and marketing activities. We incurred sales and
marketing expenses of RMB65.8 million, RMB123.8 million, RMB158.5 million, RMB72.4 million and
RMB103.2 million in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively,
representing 16.7%, 25.3%, 16.8%, 20.4% and 15.7% of our total revenue for the same periods, respectively. The
following table sets forth a breakdown of our sales and marketing expenses, both in absolute amount and as a
percentage of total sales and marketing expenses, for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands except for percentages)
(unaudited)
Promotional expenses ........ 48,150 73.2 107,044 86.4 129,308 81.6 60,828 84.1 86,973 84.3
Staff costs ................. 17,402 26.4 15,844 12.8 27,958 17.6 11,019 15.2 15,600 15.1
Others(1) ................... 2 4 5 0 . 4 9 3 8 0 . 8 1,237 0.8 524 0.7 662 0.6
Total sales and marketing
expenses(2) ............... 65,797 100.0 123,826 100.0 158,503 100.0 72,371 100.0 103,235 100.0
(1) Included primarily traveling and office expenses.
(2) Excluded sales and marketing expenses from discontinued operations.
Fair Value Changes of Convertible Redeemable Preferred Shares
We recorded fair value changes of convertible redeemable preferred shares of losses of RMB150.6 million,
RMB48.3 million, RMB50.4 million and RMB25.5 million in 2022, 2023, 2024 and the six months ended
June 30, 2024, respectively. We recorded fair value changes of convertible redeemable preferred shares of gains
of RMB53.8 million in the six months ended June 30, 2025. The convertible redeemable preferred shares were
issued in our equity financings, which will be re-designated as equity upon the Listing along with the automatic
conversion of convertible redeemable preferred shares into ordinary shares.
– 261 –


--- page 271 ---
FINANCIAL INFORMATION
Fair Value Changes of Financial Assets at FVTPL
We recorded fair value changes of financial assets at FVTPL of RMB5.0 million, RMB3.5 million,
RMB0.1 million, RMB0.1 million and RMB0.3 million in 2022, 2023, 2024 and the six months ended June 30,
2024 and 2025, respectively. Our financial assets primarily comprised wealth management products.
Impairment Loss under ECL Model, Net of Reversal
We recorded impairment loss under ECL model, net of reversal, of RMB0.2 million, RMB0.3 million,
RMB0.04 million and RMB0.02 million in 2022, 2023, 2024 and the six months ended June 30, 2024,
respectively. Our impairment loss, under ECL model, primarily arose from our contract assets and accounts
receivables. In the six months ended June 30, 2025, we recorded impairment gain under ECL model, net of
reversal, of RMB0.2 million, primarily related to a decrease in our account receivables.
(Loss)/Gain on Disposal of Subsidiaries
We recorded loss on disposal of subsidiaries of nil and RMB51,000 in 2022 and 2023, respectively, and
gain on disposal of subsidiaries of RMB282,000, RMB282,000 and nil in 2024 and the six months ended
June 30, 2024 and 2025, respectively.
Interest Income
Our interest income primarily arose from our bank deposits. We recorded interest income of
RMB8.4 million, RMB9.1 million, RMB10.9 million, RMB6.2 million and RMB3.4 million in 2022, 2023, 2024
and the six months ended June 30, 2024 and 2025, respectively.
Other Income, Net
Our other income, net, primarily consisted of VAT deductibles and government grants. We recorded net
other income of RMB7.0 million, RMB2,000, RMB928,000, RMB383,000 and RMB274,000 in 2022, 2023,
2024 and the six months ended June 30, 2024 and 2025, respectively.
Foreign Currency Exchange Loss
We recorded foreign currency exchange loss of RMB10.0 million, RMB2.4 million, RMB1.8 million,
RMB1.9 million and RMB13,000 in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025,
respectively.
Income Tax (Expense)/Credit
Our income tax expense primarily consisted of the current tax at the statutory rates applicable to our
assessable profit before taxation as determined under relevant laws and regulations. Our Company is
incorporated in the Cayman Islands and has subsidiaries in mainland China, Hong Kong and Singapore. In 2022
and 2023, our income tax expense was RMB15.4 million and RMB7.4 million, respectively. In 2024, our income
tax credit was RMB1.6 million. In the six months ended June 30, 2024, our income tax credit was
RMB3.5 million. In the six months ended June 30, 2025, our income tax expense was RMB0.7 million.
Enterprises which operate in China are generally subject to enterprise income tax at a rate of 25% on the
taxable profit. Enterprises recognized as a “high and new technology enterprise” (“HNTE”) are entitled to a
preferential tax rate of 15% for three years as long as the HNTE status is valid, and qualifying entities may
re-apply for an additional three years if their business operations continue to qualify for the HNTE status.
Qingsong Yikang qualifies as an HNTE and is entitled to the preferential tax rate of 15% from 2017 to 2025. Our
Hong Kong subsidiaries were subject to corporate income tax of Hong Kong on its taxable income at a rate of up
to 16.5% during the Track Record Period. Our Singapore subsidiary was subject to corporate income tax of
Singapore on its taxable income at a rate of 17%. During the Track Record Period and up to the Latest
Practicable Date, we had paid all relevant taxes when due and there were no matters in dispute or unresolved
with the relevant tax authorities.
– 262 –


--- page 272 ---
FINANCIAL INFORMATION
Effective Tax Rate
Our effective tax rate, representing income tax expense divided by profit before taxation was below the 25%
statutory rate, primarily due to the preferential tax treatment to the applicable entity.
(Loss)/Profit for the Year/Period from Continuing Operations
As a result of the foregoing, we recorded loss from continuing operations of RMB9.1 million in 2022 and
profit from continuing operations of RMB97.2 million, RMB9.0 million, RMB14.6 million and
RMB86.0 million in 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. The fluctuation
of our loss/profit for the year/period from continuing operations was primarily due to the fair value changes of
preferred shares and the development of our digital marketing (market education services) and digital medical
research assistance services since 2023.
(Loss)/Profit for the Year/Period from Discontinued Operations
In 2024, we completed a spin-off and discontinued Excluded Business. See “History, Reorganization and
Corporate Structure—Corporate Development and Reorganization” for details. As such, the results of relevant
operations were presented as discontinued operations in our consolidated financial statements, which amounted
to profit of RMB7.0 million, loss of RMB23.6 million, profit of RMB1.4 million, profit of RMB1.4 million and
nil in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. See Note 10 in the
Accountants’ Report in Appendix I to this prospectus.
Exchange Differences on Translation from Functional Currency to Presentation Currency
We recorded negative foreign exchange differences arising on translation from functional currency to
presentation currency of RMB117.6 million, RMB25.3 million, RMB23.6 million and RMB9.8 million in 2022,
2023, 2024 and the six months ended June 30, 2024. We recorded positive foreign exchange differences arising
on translation from functional currency to presentation currency of RMB6.1 million in the six months ended
June 30, 2025. The exchange differences were primarily caused by the valuation of convertible redeemable
preferred shares during the Track Record Period.
PERIOD TO PERIOD COMPARISON OF RESULTS OF OPERATIONS
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenue
Our revenue increased by 84.7% from RMB355.2 million in the six months ended June 30, 2024 to
RMB656.1 million in the six months ended June 30, 2025.
• Healthcare-related Services. Our revenue generated from Healthcare-related Services increased
significantly from RMB203.5 million in the six months ended June 30, 2024 to RMB503.3 million in
the six months ended June 30, 2025, primarily due to the increase of RMB299.5 million in digital
marketing (market education services), as a result of surging customer demand for our services. We
experienced an increase in our customer base and delivered 292,346 educational contents in the six
months ended June 30, 2025, up from 175,695 in the six months ended June 30, 2024.
• Insurance-related Services. Our revenue generated from Insurance-related Services remained
relatively stable at RMB147.6 million and RMB150.1 million in the six months ended June 30, 2024
and 2025, respectively.
• Other Services. Our revenue generated from other services decreased by 34.7% from RMB4.1 million
in the six months ended June 30, 2024 to RMB2.7 million in the same period of 2025, primarily
because of a decrease in revenue generated from our advertisement services as we prioritized using
those services for the marketing and promotions of our own products.
– 263 –


--- page 273 ---
FINANCIAL INFORMATION
Cost of Revenue
Our cost of revenue increased significantly from RMB179.8 million in the six months ended June 30, 2024
to RMB442.9 million in the six months ended June 30, 2025, primarily due to an increase of RMB261.4 million
in procurement costs, driven primarily by the business growth of Healthcare-related Services and the related
increase in procurement from digital marketing (market education services) and screening and consultancy
services.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 21.6% from RMB175.4 million in the six months
ended June 30, 2024 to RMB213.2 million in the six months ended June 30, 2025, with the corresponding gross
profit margin of 49.4% and 32.5% in the same periods, respectively.
• Healthcare-related Services. Our gross profit margin for Healthcare-related Services decreased from
25.3% in the six months ended June 30, 2024 to 17.4% in the six months ended June 30, 2025.
Specifically, the gross profit margin of our integrated health service packages decreased from 93.6% in
the six months ended June 30, 2024 to 40.4% in the six months ended June 30, 2025, primarily due to
an increase in our procurement of outsourced services to meet customer demand in our integrated
health package services, driven mainly by the growing proportion of non-insurance companies under
which model we immediately procure outsourced services upon their purchases of our service
packages. Unlike when we were engaged by insurance companies, we only procured outsourced
services according to the actual utilization. Revenue from our early disease screening related promotion
and consultancy services is primarily derived from service fees paid by collaborated partners, with on-
site execution personnel expenses representing the main costs. The gross profit margin of our
screening-related promotion and consultancy services decreased from 93.0% in the six months ended
June 30, 2024 to 51.6% in the six months ended June 30, 2025, primarily because we continued to
commercialize our early disease screening related promotion and consultancy services at a larger scale
with higher on-site execution cost.
• Insurance-related Services. Our gross profit margin for Insurance-related Services remained relatively
stable at 82.9% and 83.3% in the six months ended June 30, 2024 and 2025, respectively. The gross
profit margin of our insurance brokerage services decreased from 64.8% in the six months ended
June 30, 2024 to 57.4% in the six months ended June 30, 2025, primarily due to an increase in channel
expenses and customer acquisitions costs.
• Other Services. Our gross profit margin for other services decreased from 34.7% in the six months
ended June 30, 2024 to 16.5% in the six months ended June 30, 2025, primarily due to an increase in
our procured advertisement services which had relatively lower gross profit margin.
General and Administrative Expenses
Our general and administrative expenses remained relatively stable at RMB33.1 million and
RMB32.6 million in the six months ended June 30, 2024 and 2025, respectively.
Research and Development Expenses
Our research and development expenses increased by 7.8% from RMB32.8 million in the six months ended
June 30, 2024 to RMB35.4 million in the six months ended June 30, 2025, primarily due to an increase of
RMB1.5 million in server fees, driven by our business growth.
Sales and Marketing Expenses
Our sales and marketing expenses increased by 42.6% from RMB72.4 million in the six months ended
June 30, 2024 to RMB103.2 million in the six months ended June 30, 2025, primarily due to (1) an increase of
RMB26.1 million in promotional expenses, primarily driven by precision marketing and brand promotion
initiatives aimed at enhancing user engagement. Specifically, we strengthened our brand advertising efforts for
Health-related Services, in line with our strategic focus on the growth of this business segment, and also
increased investment in precision marketing, including higher spending on marketing SMS and user analytics to
– 264 –


--- page 274 ---
FINANCIAL INFORMATION
support targeted campaigns; and (2) an increase of RMB4.6 million in staff costs, as a result of the increase in
salaries and share-based compensation for our sales and marketing personnel.
Fair Value Changes of Convertible Redeemable Preferred Shares
Our fair value changes of convertible redeemable preferred shares increased from losses of
RMB25.5 million in the six months ended June 30, 2024 to gains of RMB53.8 million in the six months ended
June 30, 2025, primarily due to a higher likelihood of the listing of our shares as a result of the Global Offering
and changes in the currency exchange rate.
Listing Expenses
We recorded listing expenses of RMB5.6 million and RMB13.1 million in the six months ended June 30,
2024 and 2025, respectively.
Fair Value Changes of Financial Assets at FVTPL
Our fair value changes of financial assets at FVTPL increased from RMB116,000 in the six months ended
June 30, 2024 to RMB286,000 in the six months ended June 30, 2025, primarily due to the purchase of wealth
management products.
Impairment Loss under ECL Model, Net of Reversal
We recorded impairment loss under ECL model, net of reversal, of RMB0.02 million and gain of
RMB0.2 million in the six months ended June 30, 2024 and 2025, respectively.
(Loss)/Gain on Disposal of Subsidiaries
We recorded gain of disposal of subsidiaries of RMB0.3 million in the six months ended June 30, 2024 to
nil in the six months ended June 30, 2025, primarily related to the disposal of the Excluded Business in 2024.
Interest Income
Our interest income decreased from RMB6.2 million in the six months ended June 30, 2024 to
RMB3.4 million in the six months ended June 30, 2025, as a result of the decrease in our bank balances and cash
due to repurchase of company shares.
Other Income, Net
We recorded net other income of RMB0.4 million and RMB0.3 million in the six months ended June 30,
2024 and 2025, respectively.
Foreign Currency Exchange Loss
Our foreign currency exchange loss decreased from RMB1.9 million in the six months ended June 30, 2024
to RMB13,000 in the six months ended June 30, 2025, primarily due to foreign currency fluctuation in
connection with the intra-company loan from one of our PRC subsidiaries to our Company and the repayment of
such loan in May 2024.
Income Tax (Expense)/Credit
Our income tax credit was RMB3.5 million in the six months ended June 30, 2024. We recorded an income
tax expense of RMB0.7 million in the six months ended June 30, 2025, primarily due to a decrease of deferred
tax assets.
Profit for the Period from Continuing Operations
As a result of the above, our profit for the period from continuing operations increased significantly from
RMB14.6 million in the six months ended June 30, 2024 to RMB86.0 million in the six months ended June 30,
2025. Our net profit margin for our continuing operations increased from 4.1% in the six months ended June 30,
2024 to 13.1% in the six months ended June 30, 2025.
– 265 –


--- page 275 ---
FINANCIAL INFORMATION
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue
Our revenue increased significantly from RMB490.0 million in 2023 to RMB945.0 million in 2024.
• Healthcare-related Services . Our revenue generated from Healthcare-related Services increased
significantly from RMB155.4 million in 2023 to RMB616.9 million in 2024, primarily due to (1) the
increase of RMB445.6 million in digital marketing (market education services), as a result of surging
customer demand for our services since the commencement of our services in October 2023, and
(2) the increase of RMB32.2 million in digital medical research assistance services. For our digital
marketing (market education services), we initially relied on our in-house capabilities and platform to
provide the services given the limited business volume. As demand grew rapidly, we increased our
investment in content production in 2024 to ensure the quality of educational materials and
collaborated with two major third-party media outlets to broaden our reach in the same year. In 2024,
we experienced an increase in our customer base and delivered 161,530 articles, 5,719 live streaming
sessions and 67,044 videos, up from 1,382 articles and 1,009 live streaming sessions in 2023. For our
digital medical research assistance services, we initiated 41 digital medical research assistance projects
as of June 30, 2025, on top of the one initiated in 2023, and began generating revenue in 2024.
• Insurance-related Services . Our revenue generated from Insurance-related Services remained
relatively stable at RMB326.7 million and RMB321.5 million in 2023 and 2024, respectively.
• Other Services. Our revenue generated from other services remained relatively stable at RMB7.9 million in
2023 and RMB6.5 million in 2024.
Cost of Revenue
Our cost of revenue increased significantly from RMB98.5 million in 2023 to RMB583.4 million in 2024,
primarily due to (1) an increase of RMB458.7 million in procurement costs, driven primarily by the business
growth of Healthcare-related Services and the increase in procurement relating to digital medical research
assistance services and digital marketing (market education services); and (2) an increase of RMB25.0 million in
insurance channel expenses, driven by the increase in insurance premium from our channels.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit decreased from RMB391.5 million in 2023 to RMB361.6 million in
2024, with the corresponding gross profit margin of 79.9% and 38.3% in the same periods, respectively.
• Healthcare-related Services . Our gross profit margin for Healthcare-related Services decreased from
64.9% in 2023 to 17.1% in 2024. Specifically, the gross profit margin of our digital marketing (market
education services) decreased from 25.4% in 2023 to 10.3% in 2024, primarily because we increased
investment in content production in 2024 to improve the quality of educational materials, and
collaborated with major third-party media outlets to distribute our content, which significantly
increased procurement costs for distribution and partnership. These collaborations were part of a
strategic initiative to broaden our reach and enhance the visibility of our educational content, resulting
in a significant increase in costs. We only commenced this business segment in 2023 and undertook
initial pilot projects with relatively high gross margins. To support development of this business
segment in 2024, we made substantial investments to improve the quality of educational materials,
including refining our content creation processes and methodologies, which enhanced content quality
and resulted in corresponding increases in cost. We also increased our participation in industry
exhibitions to explore collaborations with experts. While these efforts successfully expanded the reach
and impact of our market education services, they also led to higher operating costs, which in turn
lowered our gross margin during the period. The gross profit margin of our integrated health service
packages decreased from 49.1% in 2023 to 27.3% in 2024, primarily because we continued to diversify
our services in the integrated health service packages through procurement of new services operated by
third parties in 2024, driven mainly by the growing proportion of non-insurance companies under
which model we immediately procure outsourced services upon their purchases of our service
– 266 –


--- page 276 ---
FINANCIAL INFORMATION
packages. Unlike when we were engaged by insurance companies, we only procured outsourced
services according to the actual utilization. Revenue from our early disease screening related promotion
and consultancy services is primarily derived from service fees paid by collaborated partners, with on-
site execution personnel expenses representing the main costs. The gross profit margin of our
screening-related promotion and consultancy services decreased from 94.7% in 2023 to 77.0% in 2024.
We recorded a high gross profit margin in 2023, primarily because (1) our partners provided venues
and equipment at no cost; and (2) we paid on-site execution cost for a limited number of sessions,
mainly covering activities such as participant recruitment, venue coordination, check-in facilitation,
and post-event deliverables such as sign-in sheets, venue photos, and activity reports. However, starting
in 2024, we began commercializing our early disease screening related promotion and consultancy
services and enhancing user acquisition efforts. As a result, we organized more early disease screening
sessions and pay on-site execution cost for more sessions, incurring high incurred on-site execution
cost, which contributed to the decline in the gross profit margin.
• Insurance-related Services. Our gross profit margin for Insurance-related Services decreased from
87.2% in 2023 to 79.6% in 2024. The gross profit margin of our insurance brokerage services
decreased from 74.5% in 2023 to 55.7% in 2024, primarily because (1) we expanded into additional
marketing agents, including offline channels, which increased associated costs; and (2) in June 2024,
we spun off and moved out the online illness fundraising services, which had previously served as a
cost-effective customer acquisition channel, resulting in higher channel expenses.
• Other Services . Our gross profit margin for other services decreased from 72.7% in 2023 to 5.2% in
2024, primarily due to the increase in revenue contribution from offline marketing services that
typically had a lower profit margin profile.
General and Administrative Expenses
Our general and administrative expenses increased from RMB63.3 million in 2023 to RMB71.6 million in
2024, primarily due to the increase of RMB6.9 million in staff costs, as a result of the share-based compensation
for our administrative staff.
Research and Development Expenses
Our research and development expenses increased by 17.3% from RMB61.4 million in 2023 to
RMB72.0 million in 2024, primarily due to (1) an increase of RMB2.7 million in consulting fees, as a result of
the increase in our technology service procurement; and (2) an increase of RMB7.4 million in staff costs, as a
result of the increase in share-based compensation for our R&D personnel.
Sales and Marketing Expenses
Our sales and marketing expenses increased significantly from RMB123.8 million in 2023 to
RMB158.5 million in 2024, primarily due to (1) an increase of RMB22.3 million in promotional expenses
incurred in promotional activities targeted to increase user engagement level, including higher spending on
marketing SMS and user analytics to support targeted campaigns; and (2) an increase of RMB12.1 million in
staff costs, as a result of the increase in share-based compensation for our sales and marketing personnel.
Fair Value Changes of Convertible Redeemable Preferred Shares
Our fair value changes of convertible redeemable preferred shares increased by 4.3% from
RMB48.3 million in 2023 to RMB50.4 million in 2024, primarily due to (1) fluctuation in our valuation of the
preferred shares and (2) foreign exchange rate between U.S. dollars and Renminbi.
Listing Expenses
We started to recognize listing expenses in 2024 and recorded listing expenses of RMB12.1 million in 2024.
Fair Value Changes of Financial Assets at FVTPL
Our fair value changes of financial assets at FVTPL decreased from RMB3.5 million in 2023 to
RMB116,000 in 2024, primarily due to the redemption of our wealth management products.
– 267 –


--- page 277 ---
FINANCIAL INFORMATION
Impairment Loss under ECL Model, Net of Reversal
Our impairment loss under ECL model, net of reversal, decreased from RMB0.3 million in 2023 to
RMB0.04 million in 2024.
(Loss)/Gain on Disposal of Subsidiaries
We recorded loss on disposal of subsidiaries of RMB51,000 in 2023, primarily due to our disposal of
Beijing QingSong Huyu Culture Co., Ltd. and Anshan Duoer Pharmacy Co., Ltd. in 2023. We disposed Beijing
QingSong Huyu Culture Co., Ltd. because its business operations, primarily including event and cultural activity
planning, do not align with our core businesses. We disposed of Anshan Duoer Pharmacy Co., Ltd. because its
business focus on offline pharmacy retail does not align with our development strategies. We recorded gain of
disposal of subsidiaries of RMB282,000 in 2024, primarily related to the disposal of the Excluded Business.
Interest Income
Our interest income remained increased from RMB9.1 million in 2023 to RMB10.9 million in 2024, as a
result of the increase of bank balance and cash.
Other Income, Net
We recorded an increase in net other income from RMB2,000 in 2023 to RMB928,000 in 2024, primarily
relating to government grants and tax returns.
Foreign Currency Exchange Loss
Our foreign currency exchange loss decreased from RMB2.4 million in 2023 to RMB1.8 million in 2024,
primarily due to foreign currency fluctuation in connection with the intra-company loan from one of our PRC
subsidiaries to our Company and the repayment of such loan during the period.
Income Tax (Expense)/Credit
Our income tax expense was RMB7.4 million in 2023 and our income tax credit was RMB1.6 million in
2024, primarily due to the recognition of deferred tax assets.
Profit for the Year from Continuing Operations
As a result of the above, our profit for the year from continuing operations decreased by 90.7% from
RMB97.2 million in 2023 to RMB9.0 million in 2024. Our net profit margin for our continuing operations
decreased from 19.8% in 2023 to 1.0% in 2024.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Revenue
Our revenue increased by 24.5% from RMB393.6 million in 2022 to RMB490.0 million in 2023.
• Healthcare-related Services . Our revenue generated from Healthcare-related Services increased
significantly from RMB59.8 million in 2022 to RMB155.4 million in 2023, primarily due to (1) the
increase in our integrated health service package and early disease screening related promotion and
consultancy services, and (2) the ramp-up of our digital marketing (market education services). We
started to provide digital marketing (market education services) in 2023, and delivered to our
customers 1,382 articles and 1,009 live streaming sessions in that year.
• Insurance-related Services . Our revenue generated from Insurance-related Services increased by 1.8%
from RMB321.0 million in 2022 to RMB326.7 million in 2023, primarily due to an increase of
RMB11.3 million in revenue from technical service, as a result of the ramp-up of the technical services
after we launched new features and functions appealing to insurer partners in the second half of 2022,
partially offset by a decrease of RMB 5.6 million in revenue from insurance brokerage services due to
the ongoing adjustment to our user acquisition strategy, aimed to optimize the operation of our user
base and prioritize organic growth, in response to rising user acquisition costs across the industry.
– 268 –


--- page 278 ---
FINANCIAL INFORMATION
• Other services. Our revenue generated from other services decreased by 38.9% from RMB12.8 million
in 2022 to RMB7.9 million in 2023, primarily due to the delivery of certain one-off projects in 2022.
Cost of Revenue
Our cost of revenue increased by 43.9% from RMB68.4 million in 2022 to RMB98.5 million in 2023,
primarily due to an increase of RMB53.7 million in procurement costs, generally in line with our revenue growth
relating to our Healthcare-related Services , partially offset by a decrease of RMB25.2 million in insurance
channel expenses in connection with our insurance brokerage services.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased from RMB325.2 million in 2022 to
RMB391.5 million in 2023, with the corresponding gross profit margin of 82.6% and 79.9% in the same periods,
respectively.
• Healthcare-related Services . Our gross profit margin for Healthcare-related Services decreased from
96.9% in 2022 to 64.9% in 2023, primarily due to the decrease in our gross profit margin for of our
integrated health service packages from 94.3% in 2022 to 49.1% in 2023. In 2022, we provided third-
party administrator services for insurance companies, which included our self-operated health
assessments and health mall coupons, as well as some outsourced services such as outpatient green
channels and inpatient concierge services. To meet customer demands, we procured these outsourced
services and settled the costs based on actual procurement volumes. In 2022, outsourced services were
only procured when customers required the relevant services, resulting in relatively low procurement
volume and cost and a high gross profit margin in 2022. However, since 2023, we launched health
management services for corporate customers and began bundling high-quality health services into
customized health service packages based on customer needs. Under this model, we were required to
integrate both self-operated and outsourced services, which were procured upon non-insurance
companies’ purchases of our service packages, regardless of actual usage, and deliver them as a unified
solution. As a result, while we increased our service offerings to non-insurance companies, which led
to an increase in revenue, this resulted in increased procurement of outsourced services, which led to a
significant rise in costs and a corresponding decline in the gross profit margin in 2023.
• Insurance-related Services. Our gross profit margin for Insurance-related Services increased from
79.2% in 2022 and 87.2% in 2023, primarily due to the increase in gross profit margin for our
insurance brokerage services. Specifically, the gross profit margin for our insurance brokerage services
increased from 57.2% in 2022 to 74.5% in 2023, primarily due to the streamlining of our network of
marketing agents and the termination of partnerships with some channels in 2023, which led to a
decrease in the insurance channel expenses and an increase in the gross profit.
• Other Services . We did not incur cost of revenue with respect to our other services in 2022, primarily
because the marketing services were conducted online, and we published customer advertisement on
our website and Weixin Mini Programs, which did not incur any costs and expenses for us. In 2023, we
incurred content production costs in relation to our other services and started to conduct offline
marketing activities, which also incurred additional costs and expenses, and our gross profit margin in
2023 was 72.7%.
General and Administrative Expenses
Our general and administrative expenses increased by 5.8% from RMB59.8 million in 2022 to
RMB63.3 million 2023, primarily due to (1) an increase of RMB1.9 million in staff costs, as a result of the
increase in the average compensation level for our administrative staff, and (2) an increase of RMB1.1 million in
professional service fee.
Research and Development Expenses
Our research and development expenses increased by 16.2% from RMB52.8 million in 2022 to
RMB61.4 million in 2023, primarily due to (1) an increase of RMB6.2 million in staff costs, as a result of the
increases of headcount and average compensation level for our R&D personnel, and (2) an increase of
– 269 –


--- page 279 ---
FINANCIAL INFORMATION
RMB1.3 million in server costs, as a result of the increase in our demand for cloud server services and the pricing
adjustment of our cloud server vendors.
Sales and Marketing Expenses
Our sales and marketing expenses increased by 88.2% from RMB65.8 million in 2022 to RMB123.8 million
in 2023, primarily due to an increase of RMB58.9 million in promotional expenses incurred in promotional
activities targeted to increase user engagement level. Specifically, we increased our brand advertising efforts by
expanding media placements and consolidating our core brands to strengthen overall brand recognition. In
addition, we stepped up our marketing efforts in 2023, particularly through the wider distribution of benefit
cards, which contributed to relatively higher promotional expenses.
Fair Value Changes of Convertible Redeemable Preferred Shares
Our fair value changes of convertible redeemable preferred shares decreased by 67.9% from
RMB150.6 million in 2022 to RMB48.3 million in 2023, primarily due to (1) fluctuation in our valuation of the
preferred shares and (2) foreign exchange rate between U.S. dollars and Renminbi.
Fair Value Changes of Financial Assets at FVTPL
Our fair value changes of financial assets at FVTPL decreased from a gain of RMB5.0 million in 2022 to
RMB3.5 million in 2023, primarily due to reclassification of fair value gain to interest income upon maturity of
our wealth management products.
Impairment Loss under ECL Model, Net of Reversal
Our impairment loss under ECL model, net of reversal, increased by 45.5% from RMB0.2 million in 2022
to RMB0.3 million in 2023, primarily due to the increase in our account receivables and contract assets.
Loss on Disposal of Subsidiaries
Our loss on disposal of subsidiaries increased from nil in 2022 to RMB51,000 in 2023, primarily due to our
disposal of Beijing QingSong Huyu Culture Co., Ltd. and Anshan Duoer Pharmacy Co., Ltd. in 2023.
Interest Income
Our interest income remained relatively stable at RMB8.4 million and RMB9.1 million in 2022 and 2023,
respectively.
Other Income, Net
Our other income, net decreased from RMB7.0 million in 2022 to RMB2,000 in 2023, primarily due to the
decrease in VAT deductible.
Foreign Currency Exchange
Our foreign currency exchange loss decreased from RMB10.0 million in 2022 to RMB2.4 million in 2023,
primarily due to foreign currency fluctuation in connection with the intra-company loan one of our PRC
subsidiaries to our Company and the repayment of such loan during the period.
Income Tax Expense
Our income tax expense decreased by 52.3% from RMB15.4 million in 2022 to RMB7.4 million in 2023,
primarily due to the increase in deduction for research and development expenses of RMB4.7 million and the
increase in utilization of deductible temporary differences previously not recognized of RMB1.1 million.
Profit for the Year from Continuing Operations
As a result of the above, we recorded profit for the year from continuing operations of RMB97.2 million in
2023, as compared to loss for the year from continuing operations of RMB9.1 million in 2022. Our net profit
– 270 –


--- page 280 ---
FINANCIAL INFORMATION
margin for our continuing operations was 19.8% in 2023, as compared to net loss margin for our continuing
operations of 2.3% in 2022.
DISCUSSION OF MAJOR BALANCE SHEET ITEMS
The following table sets forth details of our summary consolidated statements of financial position as of the
dates indicated.
As of December 31, As of June 30,
2022 2023 2024 2025
(RMB in thousands)
Non-current assets
Property, plant and equipment ......... 3 9 2 2 6 7 1,021 974
Right-of-use asset ................... 8,679 5,593 855 6,287
Intangible assets .................... 17,696 17,650 19,872 19,838
Term deposits ...................... — 81,891 84,412 —
Equity instruments at fair value through
other comprehensive income ....... .——— 8,729
Deferred tax assets .................. — — 1,345 529
Total non-current assets .............. 26,767 105,401 107,505 36,357
Current assets
Accounts receivables ................ 69,793 128,720 107,329 81,954
Prepayments and other receivables ..... 13,287 15,455 19,841 23,344
Contract assets ..................... 35,034 43,461 36,573 30,340
Term deposits ...................... — 28,418 — 85,582
Financial assets at FVTPL ............ 100,032 — — 8,000
Restricted bank deposits .............. 71,817 91,753 55,403 55,711
Bank balances and cash .............. 295,609 293,220 362,578 315,335
Total current assets .................. 585,572 601,027 581,724 600,266
Total assets ......................... 612,339 706,428 689,229 636,623
Current liabilities
Accounts payables .................. 21,545 57,076 48,786 28,101
Accrued expenses and other payables . . . 90,326 46,144 34,503 29,469
Insurance premium payables .......... 62,329 78,363 51,581 51,776
Income tax payable ................. 4 6 3 1,209 3,119 4,586
Contract liabilities .................. 64,981 22,756 7,027 17,525
Lease liabilities .................... 4,034 4,412 35 3,763
Convertible redeemable preferred
shares .......................... 1,601,078 1,683,471 1,753,591 1,623,632
Total current liabilities ............... 1,844,756 1,893,431 1,898,642 1,758,852
Net current liabilities ................. (1,259,184) (1,292,404) (1,316,918) (1,158,586)
Total assets less current liabilities ...... (1,232,417) (1,187,003) (1,209,413) (1,122,229)
Capital and reserves
Share capital ....................... 4 9 4 9 4 9 4 9
Reserves .......................... ( 1 , 240,941) (1,198,094) (1,218,595) (1,131,346)
Equity attributable to owners of our
Company ......................... ( 1 , 240,892) (1,198,045) (1,218,546) (1,131,297)
Non-controlling interests ............... 1 5 4 1 2 5 — —
Total deficit ......................... (1,240,738) (1,197,920) (1,218,546) (1,131,297)
Non-current liabilities
Lease liabilities .................... 3,855 92 18 1,507
Deferred tax liabilities ............... 4,466 10,825 9,115 7,561
Total non-current liabilities ........... 8,321 10,917 9,133 9,068
Total liabilities ...................... 1,853,077 1,904,348 1,907,775 1,767,920
Total deficit and liabilities ............. 612,339 706,428 689,229 636,623
– 271 –


--- page 281 ---
FINANCIAL INFORMATION
Property, Plant and Equipment
Our property, plant and equipment primarily consisted of electronic equipment, office furniture and other
equipment. We had property, plant and equipment of RMB0.4 million, RMB0.3 million, RMB1.0 million and
RMB1.0 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
Our property, plant and equipment decreased by 31.9% from RMB0.4 million as of December 31, 2022 to
RMB0.3 million as of December 31, 2023, primarily due to depreciation.
Our property, plant and equipment increased significantly from RMB0.3 million as of December 31, 2023 to
RMB1.0 million as of December 31, 2024, primarily due to addition of computers for employee use.
Our property, plant and equipment remained relatively stable at RMB974,000 as of June 30, 2025.
Right-of-use Assets
Our right-of-use assets primarily consisted of leased office. We had right-of-use assets of RMB8.7 million,
RMB5.6 million, RMB0.9 million, and RMB6.3 million as of December 31, 2022, 2023 and 2024 and June 30,
2025, respectively.
Our right-of-use assets decreased from RMB8.7 million as of December 31, 2022 to RMB5.6 million as of
December 31, 2023, primarily due to amortization and decreases in rentals. Our right-of-use assets decreased to
RMB0.9 million as of December 31, 2024, primarily due to amortization.
Our right-of-use assets increased significantly to RMB6.3 million as of June 30, 2025, primarily due to
office lease renewal.
Intangible Assets
Our intangible assets primarily consisted of software and licenses, representing our insurance brokerage and
agency licenses. The following table sets forth a breakdown of our intangible assets for the periods indicated.
As of December 31, As of June 30,
20252022 2023 2024
(RMB in thousands)
Software ........................................ 1 9 3 1 4 7 1 0 1 7 8
Licenses ......................................... 17,503 17,503 19,771 19,760
Total ........................................... 17,696 17,650 19,872 19,838
Our intangible assets remained relatively stable at RMB17.7 million, RMB17.7 million, RMB19.9 million
and RMB19.8 million as of December 31, 2022, 2023 and 2024, and June 30, 2025, respectively.
Licenses represent insurance brokerage and agency licenses of the group entities, mainly relating to
QingSongBao. We assessed them to have indefinite useful life as there is no foreseeable limit to the period over
which the asset is expected to generate net cash flows to our Group. As a result, the licenses were considered by
the management of our Company as having an indefinite useful life because it is expected to contribute to net
cash inflows indefinitely. Licenses will not be amortized until their useful life is determined to be finite. Instead,
they will be tested for impairment annually or whenever there is an indication that it may be impaired. If any
such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent
of the impairment loss (if any).
The licenses aforementioned are included in the respective cash-generating unit for the purpose of
impairment assessment. The recoverable amount of the unit has been determined based on a value in use
calculation, which uses cash flow projections based on financial budgets approved by management covering a 5-
year period. The cash flows of the unit beyond the 5-year period are extrapolated using a steady 2% growth rate.
– 272 –


--- page 282 ---
FINANCIAL INFORMATION
The key assumptions used in the estimation of value-in-use were as follows:
As of December 31, As of June 30,
20252022 2023 2024
Pre-tax discount rate ............................... 25.39% 26.34% 26.09% 27.38%
Revenue growth rate (average of next five years) (1) ....... 13.79% 10.95% 2.81% 1.90%
Terminal value growth rate .......................... 2 % 2 % 2 % 2 %
(1) See note 16 in Appendix I to this prospectus.
Details of the headroom calculated based on the recoverable amounts deducting the carrying amount
allocated for the license as of December 31, 2022, 2023 and 2024, and June 30, 2025 are set out as follows:
As of December 31, As of June 30,
20252022 2023 2024
(RMB in thousand)
Licenses ...................................... 116,819 138,707 140,307 110,454
Sensitivity analysis is performed based on the assumption that pre-tax discount rate, revenue growth rate
and terminal value growth rate have been changed. Had the estimated key assumption during the period been
changed as below, the headroom would have decreased to the following:
As of December 31, As of June 30,
20252022 2023 2024
(RMB in thousands)
Pre-tax discount rate increase by 10% ........... 109,395 131,027 128,437 102,138
Revenue growth rate (average of next five years)
decrease by 10% .......................... 108,330 130,503 134,280 101,868
Terminal value growth rate decrease by 10% ...... 116,537 138,411 139,862 110,012
During the year ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025,
management of our Group determines that there is no impairment on the respective unit, and management
believes that any reasonably possible change in any of the assumptions would not result in impairment.
Term Deposits
Our term deposits increased from nil as of December 31, 2022 to RMB110.3 million as of December 31,
2023, primarily due to our purchase of term deposits in 2023. Our term deposits remained relatively stable at
RMB84.4 million and RMB85.6 million as of December 31, 2024 and June 30, 2025.
Accounts Receivables
Our accounts receivables primarily comprised outstanding amounts receivable from our customers. The
payment cycle for our services is typically one to three months. We maintain strict control over our outstanding
accounts receivables and oversee our accounts receivables to minimize credit risk. Our senior management
regularly review the overdue balances. The following table sets forth a breakdown of our accounts receivables as
of the dates indicated.
As of December 31, As of June 30,
20252022 2023 2024
(RMB in thousands)
Insurance brokerage income ........................ 17,676 37,813 34,638 30,241
Technical service income .......................... 45,851 49,163 47,806 36,554
Healthcare service income ......................... 6,330 42,109 25,225 15,381
Other income from customers ....................... 5 6 — 6 0 7 8
Subtotal ........................................ 69,913 129,085 107,729 82,254
Less: Allowance for impairment loss ................. (120) (365) (400) (300)
Total .......................................... 69,793 128,720 107,329 81,954
– 273 –


--- page 283 ---
FINANCIAL INFORMATION
Our accounts receivables increased by 84.4% from RMB69.8 million as of December 31, 2022 to
RMB128.7 million as of December 31, 2023. The increase in accounts receivables relating to healthcare service
income as of December 31, 2023 was primarily due to increased sales of healthcare products near the year end,
which was subsequently settled with us. Moreover, a customer was late in payment of insurance brokerage fees and
technical service fees to us toward the end of 2023 as a result of the customer’s IT system malfunction, which led to
the spike in accounts receivables as of December 31, 2023. The customer soon resumed normal settlement cycle
with us. As of June 30, 2025, our accounts receivables decreased by 23.6% to RMB82.0 million, mainly due to the
acceleration of our account receivables collections.
The allowance for impairment loss for trade receivables are based on assumptions about the expected credit
loss (“ECL”) rates. As of December 31, 2022, 2023 and 2024 and June 30, 2025, we recorded loss allowance for
impairment of accounts receivables of RMB0.1 million, RMB0.4 million, RMB0.4 million, and RMB0.3 million,
respectively. We perform impairment assessment under ECL model on accounts receivables. We recognize
lifetime ECL for accounts receivables. The ECL on these assets are assessed collectively using a provision
matrix with appropriate groupings. We use the aging of accounts receivables to assess the impairment. In order to
minimize the credit risk, we review the recoverable amount of each individual debt at the end of each reporting
period to ensure that adequate provisions are made for irrecoverable amounts. For details of our impairment
analysis for accounts receivables, including our credit risk exposure on accounts receivables using a provision
matrix, see Note 20 to the Accountants’ Report in Appendix I to this prospectus.
The following table sets forth an aging analysis of our accounts receivables, based on the contractual due
date, as of the dates indicated.
As of December 31, As of
June 30,
20252022 2023 2024
(RMB in thousands)
One to three months .................................. 55,919 113,893 91,530 72,390
Four to six months ................................... 4,874 14,494 11,220 8,350
Seven to 12 months ................................... 9,120 509 4,463 998
More than one year and up to two years ................... — 1 8 9 5 1 6 —
More than two years and up to three years ................. — — — 5 1 6
Less: Allowance for impairment losses ................... (120) (365) (400) (300)
Total .............................................. 69,793 128,720 107,329 81,954
Our accounts receivables turnover days increased from 57.3 days in 2022 to 73.9 days in 2023, primarily
due to the increased ending balance in 2023 because of the delayed payment of one of our major customer caused
by its IT system malfunction in 2023. Our accounts receivables turnover days was 45.6 days in 2024, primarily
due to our expedited payment collection. The following table sets forth the number of our accounts receivables
turnover days for the periods indicated. Our accounts receivables turnover days decreased to 26.0 days in the six
months ended June 30, 2025 primarily due to the acceleration of our accounts receivables collections.
Year ended December 31,
Six months
ended
June 30,
20252022 2023 2024
(days)
Accounts receivables turnover days (1) .................. 57.3 73.9 45.6 26.0
(1) Accounts receivables turnover days were calculated based on the average of opening and closing balance of accounts receivables for the
relevant period, divided by the revenue from continuing operations for the same period, and multiplied by the number of days in that
period.
As of October 31, 2025, approximately RMB81.6 million, or 99.6%, of our accounts receivables as of
June 30, 2025 had been settled.
Prepayments and Other Receivables
Our prepayments and other receivables primarily consisted of (1) advances to suppliers, primarily network
server providers, (2) fund receivables from external payment network providers, representing user payment through
online payment channels, such as Weixin Pay and UnionPay, (3) refundable rent deposit, and (4) value-added tax
– 274 –


--- page 284 ---
FINANCIAL INFORMATION
recoverable. The following table sets forth the components of our prepayments and other receivables as of the dates
indicated.
As of December 31, As of
June 30,
20252022 2023 2024
(RMB in thousands)
Advances to suppliers ................................ 3,361 2,152 6,637 11,405
Fund receivables from external payment network providers . . 6,863 9,389 7,064 6,742
Refundable rental deposit ............................. 1,708 1,944 1,716 1,142
Value-added tax recoverable ........................... 1,362 1,997 4,492 4,072
Others
(1) ........................................... 1 0 1 9 1 —
Subtotal ........................................... 13,304 15,501 19,910 23,361
Less: loss allowance ................................. (17) (46) (69) (17)
Total ............................................. 13,287 15,455 19,841 23,344
(1) Included primarily for product launch fees.
Our prepayments and other receivables increased by 16.3% from RMB13.3 million as of December 31,
2022 to RMB15.5 million as of December 31, 2023, primarily due to (1) an increase of RMB2.5 million in fund
receivables from external payment network providers, as a result of the increase in payments paid to us through
online payment channels, such as Weixin Pay and UnionPay, and (2) an increase of RMB0.6 million in
value-added tax recoverable, as a result of the increase of the input VAT that can be applied to offset output
VAT, partially offset by a decrease of RMB1.2 million in advances to suppliers, as a result of re-negotiation with
our server and text message suppliers for collaboration terms. Our prepayments and other receivables increased
to RMB19.8 million as of December 31, 2024, primarily due to an increase of RMB4.5 million in advances to
suppliers, as a result of the increase in procurement of healthcare services and an increase of RMB2.5 million in
value-added tax recoverable partially offset by the decrease of RMB2.3 million in fund receivable from external
payment network providers. Our prepayments and other receivables increased to RMB23.3 million as of June 30,
2025, primarily due an increase of RMB4.8 million in advances to suppliers.
As of October 31, 2025, RMB11.6 million, or 49.7%, of our prepayments and other receivables as of
June 30, 2025 had been settled.
Contract Assets
Our contract assets are recorded for arrangements where we have provided the insurance brokerage services
but for which the related payments are not yet due. Our contract assets are attributable to the brokerage
commission that is contingent upon the future premium payment of the policy holders and retention rate. We
recorded contract assets from insurer partners of RMB35.0 million, RMB43.5 million, RMB36.6 million and
RMB30.3 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively. We recorded
allowance for impairment loss relation to our contract assets of RMB63,000, RMB80,000, RMB65,000 and
RMB53,000 as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
Our contract assets increased by 24.1% from RMB35.0 million as of December 31, 2022 to
RMB43.5 million as of December 31, 2023, primarily due to the increase in the business growth of our insurance
brokerage services during the second half of 2023 as a result of our prior marketing efforts. Our contract assets
then decreased by 15.8% to RMB36.6 million as of December 31, 2024, primarily due to a higher ending balance
in 2023 as we facilitated more transactions in the latter half of 2023. Our contract assets then decreased by 17.0%
to RMB30.3 million as of June 30, 2025, primarily due to a decrease in our the Insurance-related Services
business.
As of October 31, 2025, RMB19.5 million or 64.4%, of our contract assets as of June 30, 2025 had been
billed and accounted as accounts receivables.
Financial Assets at FVTPL
Our financial assets at FVTPL primarily consisted of wealth management products issued by reputable
financial institutions in the PRC. Our financial assets at FVTPL decreased from RMB100.0 million as of
– 275 –


--- page 285 ---
FINANCIAL INFORMATION
December 31, 2022 to nil as of December 31, 2023, primarily due to redemption of our wealth management
products. Our financial assets at FVTPL was nil as of December 31, 2024 and RMB8.0 million as of June 30,
2025. The fair value of wealth management products is determined by calculating based on the discounted cash
flow method. The main inputs used by us are the expected rates of return and discount rates.
Details of the fair value measurement of our wealth management products, particularly the fair value
hierarchy and the valuation techniques are disclosed in Note 38 in the Accountants’ Report in Appendix I to this
prospectus.
Level 1 Level 2 Level 3 Total
(RMB in thousands)
As of June 30, 2025
Assets:
Wealth management products ............................ — 8,000 — 8,000
As of December 31, 2024
Assets:
Wealth management products ............................ — — — —
As of December 31, 2023
Assets:
Wealth management products ............................ — — — —
As of December 31, 2022
Assets:
Wealth management products ............................ — 100,032 — 100,032
During the Track Record Period, there were no transfers between Level 1 and Level 2, or transfers into or
out of Level 3.
Investment Management Policy
We believe we can make better use of our surplus cash by making appropriate investments in short-term
investment products, which generate income without interfering with our business operation or capital
expenditures. Our investment decisions with respect to financial products are made on a case-by-case basis and
after due and careful consideration of a number of factors, including, but not limited to, the market conditions,
the economic developments, the anticipated investment conditions, the investment cost, the duration of the
investment and the expected benefit and potential loss of the investment. We have established a set of internal
control measures which allow us to achieve reasonable returns on our investment while mitigating our exposure
to high investment risks. These policies and measures were formulated by our senior management.
Under our investment management policy, we only invest in low-to-medium risk products, including bank
wealth management products, structured deposits, money market funds, and fixed-income securities such as
government bonds and corporate bonds. The investment period for such products shall be determined based on
our operational needs and cash flow requirements to ensure adequate liquidity.
Our finance department is responsible for the analysis and research of investment products based on our
cash positions. Investment decisions for principal-protected products must be approved by our chief financial
officer. For non-principal-protected products, additional approval from our chief executive officer is required.
Redemption of investment products prior to their maturity must be initiated by our fund management department
and approved by our financial controller and chief financial officer.
We believe that our internal policies regarding financial products and the related risk management
mechanism are adequate. We may continue to purchase financial products that meet the above criteria as part of
our treasury management where we believe it is prudent to do so after the completion of the Global Offering. We
will comply with relevant size test requirements under Chapter 14 of the Listing Rules and disclose the details of
our investments and other notifiable transactions to the extent necessary and as appropriate after the Global
Offering.
– 276 –


--- page 286 ---
FINANCIAL INFORMATION
Restricted Bank Deposits
Our restricted bank deposits represented insurance premiums collected for, and to be paid to, insurance
companies. Our restricted bank deposits increased from RMB71.8 million as of December 31, 2022 to
RMB91.8 million as of December 31, 2023, primarily due to slowed settlement with insurer partners. Our
restricted bank deposits decreased to RMB55.4 million as of December 31, 2024, primarily due to the increase in
settlement with insurer partners. We recorded restricted bank deposits of RMB55.7 million as of June 30, 2025.
Bank Balances and Cash
Our bank balances and cash remained relatively stable at RMB295.6 million and RMB293.2 million as of
December 31, 2022 and 2023, respectively. Our bank balances and cash increased to RMB362.6 million as of
December 31, 2024, primarily due to business and revenue growth. Our bank balances and cash decreased to
RMB315.3 million as of June 30, 2025, primarily due to the repurchase of company shares.
Equity Instruments at Fair Value through Other Comprehensive Income
We recorded equity instruments at fair value through other comprehensive income of RMB8.7 million as of
June 30, 2025. The equity investments represent ordinary shares of an entity listed in Hong Kong held for long-
term strategic purposes. See Note 23 to the Accountants’ Report in Appendix I to this prospectus. Such equity
instruments at fair value through other comprehensive income after the Listing will be subject to the compliance
with Chapter 14 of the Listing Rules.
Accounts Payables
Our accounts payables primarily related to our procurement of healthcare services. Our accounts payables
increased from RMB21.5 million as of December 31, 2022 to RMB57.1 million as of December 31, 2023,
primarily due to the increase in our procurement of healthcare services in connection with the business growth of
our Healthcare-related Services . Our accounts payables then decreased to RMB48.8 million as of December 31,
2024 as a result of settlement with relevant service providers. Our accounts payables then decreased to RMB28.1
million as of June 30, 2025 as a result of settlement with relevant service providers.
We had relatively long accounts payables turnover days of 211.4 days in 2022 and 145.7 days in 2023,
primarily due to the increase of our procurement of marketing services and healthcare services near the year end
of 2021 and 2023, which was not settled until 2022 and 2024 and resulted in the large average account payable
amounts during 2022 and 2023. Specifically, our accounts payables as of December 31, 2022 related to our
procurement of marketing services and insurance services, and such accounts payables balances typically had a
settlement period of three months with the due date extending past December 31, 2022. Therefore, we did not
settle the account payables balances by December 31, 2022, resulting in the large accounts payable balance as of
that date. Our accounts payables as of December 31, 2023 related to our procurement of healthcare services in
connection with our provision of integrated health service packages, and we did not settle the account payables
balance by December 31, 2023 because we experienced spikes in business at the year end and we and the
supplier mutually agreed to settle the balance in 2024. Our accounts payables turnover days resumed to a normal
33.1 days in 2024 and further to 15.6 days in the six months ended June 30, 2025, which reflected a more
normalized level of turnover cycle. The credit period on accounts payables is typically one to three months. The
following table sets forth the number of our accounts payables turnover days for the periods indicated.
Year ended December 31, Six months ended June 30,
20252022 2023 2024
(days)
Accounts payables turnover days (1) . . . 211.4 145.7 33.1 15.6
(1) Accounts payables turnover days were calculated based on the average of opening and closing balance of accounts payables for the
relevant period, divided by the cost of revenue from continuing operations for the same period, and multiplied by the number of days in
that period.
As of October 31, 2025, approximately RMB22.1 million, or 78.7%, of our accounts payables as of June 30,
2025 had been settled.
– 277 –


--- page 287 ---
FINANCIAL INFORMATION
Accrued Expenses and Other Payables
Our accrued expenses and other payables comprised primarily (1) payables related to fundraising platform,
(2) payroll and welfare payable, and (3) other tax payable. The following table sets forth the components of our
accrued expenses and other payables as of the dates indicated.
As of December 31, As of June 30,
2022 2023 2024 2025
(RMB in thousands)
Payables related to fundraising platform ............. 46,841 6,170 — —
Payroll and welfare payable ....................... 25,995 29,591 24,858 20,445
Other tax payables ............................... 12,855 5,422 4,873 4,318
Others(1) ....................................... 4,635 4,961 4,772 4,706
Total ......................................... 90,326 46,144 34,503 29,469
(1) Included primarily labor union expenses, which is reserved based on the employee compensations in accordance with relevant PRC laws
and regulations.
Our accrued expenses and other payables decreased by 48.9% from RMB90.3 million as of December 31,
2022 to RMB46.1 million as of December 31, 2023, primarily due to (1) the decrease of RMB40.7 million in
payables related to fundraising platform, as a result of our payment of claim amounts under the fundraising
projects, and (2) the decrease of RMB7.4 million in other tax payables, as a result of the repayment of our VAT
obligation. Our accrued expenses and other payables decreased to RMB34.5 million as of December 31, 2024,
primarily due to (i) a decrease of RMB6.2 million in payables related to fundraising platform, as a result of use
withdrawals, and (ii) a decrease of RMB4.7 million in payroll and welfare payable, as a result of the decreases in
employee compensation. We recorded accrued expenses of RMB29.5 million as of June 30, 2025, representing
the amount of performance-based compensation in the six months ended June 30, 2025 since December 31, 2024.
As of October 31, 2025, RMB14.3 million, or 48.4%, of our accrued expenses and other payables as of
June 30, 2025 had been settled.
Insurance Premium Payables
Our insurance premium payables represented insurance premiums that had been collected by us on behalf
of, and to be paid to, insurer partners. Our insurance premium payables increased by 25.7% from
RMB62.3 million as of December 31, 2022 to RMB78.4 million as of December 31, 2023, primarily due to the
expedited payment schedule for insurance premium payables at the end of 2022. Our insurance premium
decreased to RMB51.6 million as of December 31, 2024, primarily due to our settlement with insurer partners.
As of June 30, 2025, our insurance premium payables remained relatively stable at RMB51.8 million.
Income Tax Payable
Our income tax payables increased from RMB0.5 million as of December 31, 2022 to RMB1.2 million as of
December 31, 2023, primarily due to the increase in our profit before taxation. Our income tax payable increased
to RMB3.1 million as of December 31, 2024, primarily due to the increase in accrued income tax expenses to be
paid on December 31, 2024. Our income tax payable increased to RMB4.6 million as of June 30, 2025, primarily
due to the increase in accrued income tax expenses as of June 30, 2025.
Contract Liabilities
Our contract liabilities consisted primarily of advance from customers for insurance brokerage services,
insurance technical services and healthcare services. Our contract liabilities decreased from RMB65.0 million as
of December 31, 2022, primarily representing advances paid by insurer partners for our insurance brokerage
services and insurance technical services, to RMB22.8 million as of December 31, 2023, and further to
RMB7.0 million as of December 31, 2024, primarily due to the recognition of contract liabilities as revenue for
services provided. Our contract liabilities increased to RMB17.5 million as of June 30, 2025, primarily due to an
increase in the service fees prepaid by pharmaceutical companies, following growth in our business scale.
– 278 –


--- page 288 ---
FINANCIAL INFORMATION
As of October 31, 2025, RMB12.0 million, or 68.6%, of our contract liabilities as of June 30, 2025 had been
recognized as revenue.
Convertible Redeemable Preferred Shares
Our convertible redeemable preferred shares represented shares with preferential rights issued to investors.
We recorded convertible preferred shares of RMB1,601.1 million, RMB1,683.5 million, RMB1,753.6 million,
and RMB1,623.6 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively, generally as
a result of fluctuations in the equity valuation of our preferred shares and foreign exchange rate between U.S.
dollars and Renminbi.
LIQUIDITY AND CAPITAL RESOURCES
Sources of Liquidity and Working Capital
Our primary use of cash is to fund our working capital requirements and other recurring expenses. During
the Track Record Period, we financed our capital expenditures and working capital requirements primarily
through cash generated from our operating activities. Going forward, we believe that our liquidity requirements
will be satisfied with a combination of cash generated from our operating activities and net proceeds from the
Global Offering and other funds raised from the capital markets from time to time. Any significant decrease in
the demand or prices of our services, any significant increase in impairment of our accounts receivables, and any
significant increase in other costs and expenses, may adversely impact our liquidity. As of December 31, 2022,
2023 and 2024 and June 30, 2025 we had bank balances and cash of RMB295.6 million, RMB293.2 million,
RMB362.6 million, and RMB315.3 million, respectively. Taking into account the redesignation of preferred
shares into ordinary shares upon the completion of the Global Offering, which will turn the net current liabilities
position into the net current assets position, our Directors are of the view that we have sufficient working capital
to meet our present requirements and for the next 12 months from the date of this prospectus.
Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated.
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Net cash from operating activities .............. 57,201 7,834 83,791 45,917 52,446
Net cash (used in)/ from investing activities ...... (94,895) (4,887) 16,533 19,148 (22,574)
Net cash used in financing activities ............ ( 4 , 986) (4,951) (30,623) (2,478) (76,674)
Effect of foreign exchange rate changes ......... 6 3 9 ( 385) (343) (419) (441)
Net (decrease)/increase in cash and cash
equivalents .............................. (42,041) (2,389) 69,358 62,168 (47,243)
Cash and cash equivalents as of January 1 ....... 337,650 295,609 293,220 293,220 362,578
Cash and cash equivalents as of December 31/
June 30 ................................ 295,609 293,220 362,578 355,388 315,335
Net Cash from Operating Activities
Net cash from operating activities was RMB52.4 million in the six months ended June 30, 2025, primarily
due to our profit before tax of RMB86.8 million, as adjusted by (1) certain non-cash and non-operating items,
primarily including fair value changes on convertible redeemable preferred shares of RMB53.8 million, and
(2) changes in working capital that positively affected our cash flows, primarily including a decrease in accounts
receivables of RMB25.4 million; partially offset by changes in working capital that negatively affected our cash
flows, primarily including a decrease in accounts payables of RMB20.7 million.
Net cash from operating activities was RMB83.8 million in 2024, primarily due to our profit before tax of
RMB9.3 million, as adjusted by (1) certain non-cash and non-operating items, primarily including fair value
changes on convertible redeemable preferred shares of RMB50.4 million; and (2) changes in working capital that
positively affected the cash flow from operating activities, primarily including the decrease in accounts
– 279 –


--- page 289 ---
FINANCIAL INFORMATION
receivables of RMB20.2 million, as a result of the resumption of normal customer settlement after fixing their
internal system dysfunction; partially offset by (3) changes in working capital that negatively affected the cash
flow from operating activities, primarily including a decrease in insurance premium payables of RMB26.8
million, a decrease in account payables of RMB8.3 million, as a result of settlement with relevant service
providers, and a decrease in contract liabilities of RMB15.7 million, as a result of recognition of contract
liabilities as revenue for services provided.
Net cash from operating activities was RMB7.8 million in 2023, primarily due to our profit before tax of
RMB81.0 million, as adjusted by (1) certain non-cash and non-operating items, primarily including fair value
changes on convertible redeemable preferred shares of RMB48.3 million; and (2) changes in working capital that
positively affected the cash flow from operating activities, primarily including increase in accounts payables of
RMB35.5 million, as a result of the unpaid purchase fee from two customers and increase in insurance premium
payables of RMB16.0 million, as a result of the deferred insurance premium; partially offset by (3) changes in
working capital that negatively affected the cash flow from operating activities, primarily including an increase
in accounts receivables of RMB59.2 million, as a result of our business growth and late customer payment, and a
decrease in accrued expenses and other payables of RMB44.2 million, as a result of settlement with relevant
service providers.
Net cash from operating activities was RMB57.2 million in 2022, primarily due to our profit before tax of
RMB15.7 million, as adjusted by (1) certain non-cash and non-operating items, primarily including fair value
changes on convertible redeemable preferred shares of RMB150.6 million and income tax paid of
RMB7.3 million; and (2) changes in working capital that positively affected the cash flow from operating
activities, including primarily the decrease in restricted bank deposits of RMB94.3 million and the decrease of
RMB33.1 million in prepayment and other receivables, as a result of the decrease in advances made to our
suppliers; partially offset by (3) changes in working capital that negatively affected the cash flow from operating
activities, primarily including the decrease of RMB99.7 million in insurance premium payables, as a result of
expedited settlement by us.
Going forward, we plan to maintain sustainability and achieve profitability by driving sustainable revenue
growth and business scale and effectively managing our costs and expenses. We plan to improve our net
operating cash outflow position through four initiatives, including (1) the establishment of a working capital
reserve, maintaining sufficient funds on the books to cover at least six months of daily operational expenses;
(2) the establishment of a monthly rolling cash flow forecast model to adjust budgets based on business cycles
and market volatility factors, and ensure alignment between funding demand and supply; (3) the establishment of
a tiered accounts receivable aging alert mechanism to strictly monitor overdue collections to accelerate payment
collection; and (4) the optimization of payment terms in procurement contracts. This coordinated approach of
accelerating receivables while optimizing payables is designed to shorten our net operating cash cycle, enhance
liquidity security, and reinforce financial stability.
Net Cash (Used in)/from Investing Activities
Net cash used in investing activities was RMB22.6 million in the six months ended June 30, 2025, primarily
due to purchase of financial assets at FVTPL of RMB244.0 million, partially offset by RMB236.0 million of
proceeds received from disposal of financial assets at FVTPL.
Net cash from investing activities was RMB16.5 million in 2024, primarily due to proceeds received from
maturity of term deposits of RMB28.6 million, partially offset by RMB8.9 million cash outflow upon disposal of
subsidiary, net of cash.
Net cash used in investing activities was RMB4.9 million in 2023, primarily due to purchase of financial
assets at FVTPL of RMB574.0 million and placement of term deposits of RMB108.2 million, partially offset by
proceeds received from disposal of financial assets at FVTPL of RMB677.5 million.
Net cash used in investing activities was RMB94.9 million in 2022, primarily due to purchase of financial
assets at FVTPL of RMB824.0 million, partially offset by proceeds received from disposal of financial assets at
FVTPL of RMB729.0 million.
– 280 –


--- page 290 ---
FINANCIAL INFORMATION
Net Cash Used in Financing Activities
Net cash used in financing activities was RMB76.7 million in the six months ended June 30, 2025, primarily
representing our repurchase of Company shares of RMB74.3 million.
Net cash used in financing activities was RMB30.6 million in 2024, representing our deemed distribution.
Net cash used in financing activities was RMB5.0 million in 2023, representing our repayments of lease
liabilities of RMB5.0 million.
Net cash used in financing activities was RMB5.0 million in 2022, representing our repayments of lease
liabilities of RMB5.0 million.
Current Assets and Current Liabilities
The following table sets forth our current assets and liabilities as of the dates indicated.
As of December 31, As of
June 30,
2025
As of
October 31,
20252022 2023 2024
(RMB in thousands)
(unaudited)
Current assets
Accounts receivables .............. 69,793 128,720 107,329 81,954 75,693
Prepayments and other receivables . . . 13,287 15,455 19,841 23,344 28,609
Contract assets ................... 35,034 43,461 36,573 30,340 27,949
Term deposits ................... — 28,418 — 85,582 86,417
Financial assets at FVTPL ......... 100,032 — — 8,000 108,071
Restricted bank deposits ........... 71,817 91,753 55,403 55,711 50,687
Bank balances and cash ............ 295,609 293,220 362,578 315,335 221,559
Total current assets ................ 585,572 601,027 581,724 600,266 598,985
Current liabilities
Accounts payables ................ 21,545 57,076 48,786 28,101 24,999
Accrued expenses and other
payables ...................... 90,326 46,144 34,503 29,469 20,428
Insurance premium payables ........ 62,329 78,363 51,581 51,776 47,150
Income tax payable ............... 4 6 3 1,209 3,119 4,586 7,614
Contract liabilities ................ 64,981 22,756 7,027 17,525 3,430
Lease liabilities .................. 4,034 4,412 35 3,763 3,751
Convertible redeemable preferred
shares ........................ 1,601,078 1,683,471 1,753,591 1,623,632 1,555,446
Total current liabilities ............. 1,844,756 1,893,431 1,898,642 1,758,852 1,662,818
Net current liabilities .............. (1,259,184) (1,292,404) (1,316,918) (1,158,586) (1,063,833)
Total assets less current liabilities .... (1,232,417) (1,187,003) (1,209,413) (1,122,229) (1,030,614)
We had net current liabilities of RMB1,259.2 million, RMB1,292.4 million, RMB1,316.9 million,
RMB1,158.6 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively. Our net current
liabilities position as of each of these dates was primarily attributable to our convertible redeemable preferred
shares, partially offset by bank balances and cash, accounts receivables and financial assets at FVTPL.
Our net current liabilities decreased from RMB1,316.9 million as of December 31, 2024 to
RMB1,158.6 million as of June 30, 2025. Our net current liabilities positions as of December 31, 2024 and
June 30, 2025 were primarily due to our convertible redeemable preferred shares, which will be re-designated
from financial liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing,
such that our net current liabilities positions would turn into net current assets following the completion of the
Global Offering.
– 281 –


--- page 291 ---
FINANCIAL INFORMATION
Our net current liabilities increased from RMB1,292.4 million as of December 31, 2023 to
RMB1,316.9 million as of December 31, 2024, primarily due to the increase of RMB70.1 million in convertible
redeemable preferred shares in connection with our valuation of the preferred shares, partially offset by the
decrease of RMB8.3 million in accounts payables, the decrease of RMB11.6 million in accrued expenses and
other payables, the decrease of RMB26.8 million in insurance premium payables and the decrease of
RMB15.7 million in contract liabilities.
Our net current liabilities increased from RMB1,259.2 million as of December 31, 2022 to
RMB1,292.4 million as of December 31, 2023, primarily due to the increase of RMB82.4 million in convertible
redeemable preferred shares in connection with our valuation of the preferred shares, the increase of
RMB35.5 million in accounts payables, and the decrease of RMB100.0 million in financial assets at FVTPL,
partially offset by the increase of RMB58.9 million in accounts receivables, the decrease of RMB44.2 million in
accrued expenses and other payables and the decrease of RMB42.2 million in contract liabilities.
CAPITAL EXPENDITURES AND COMMITMENTS
Our capital expenditures during the Track Record Period primarily related to purchase of property and
equipment, and amounted to nil, RMB0.2 million, RMB1.0 million and RMB0.2 million, respectively, in 2022,
2023, 2024 and the six months ended June 30, 2025. We funded our capital expenditure requirements during the
Track Record Period mainly from cash generated from our operating activities.
We plan to fund our planned capital expenditure by using the cash flow generated from our operations and
the net proceeds received from the Global Offering. See “Future Plans and Use of Proceeds” for the portion of
capital expenditures to be funded by the proceeds from the Global Offering.
Capital Commitments
We did not have any capital commitments as of December 31, 2022, 2023 and 2024 and June 30, 2025,
respectively.
INDEBTEDNESS
The following table sets forth a breakdown of our indebtedness as of the dates indicated.
As of December 31, As of
June 30,
2025
As of
October 31,
20252022 2023 2024
(RMB in thousands)
(unaudited)
Current indebtedness
Lease liabilities ............................ 4,034 4,412 35 3,763 3,751
Convertible redeemable preferred shares ........ 1,601,078 1,683,471 1,753,591 1,623,632 1,555,446
Non-current indebtedness
Lease liabilities ............................ 3,855 92 18 1,507 603
Total .................................... 1,608,967 1,687,975 1,753,644 1,628,902 1,559,800
As of June 30, 2025 and up to the Latest Practicable Date, we did not have unutilized bank facilities. Save as
disclosed above, we did not have any outstanding loan capital issued or agreed to be issued, debt securities,
mortgages, charges, debentures, bank overdrafts, loans or other similar indebtedness, liabilities under
acceptances or acceptance credits, hire purchase commitments or other contingent liabilities as of June 30, 2025
and up to the Latest Practicable Date. Our Directors confirm that we had not guaranteed the indebtedness of any
independent third parties as of the Latest Practicable Date. Our Directors further confirm that there has not been
any material change in our indebtedness since June 30, 2025 and up to the Latest Practicable Date.
Our Directors confirm that as of the Latest Practicable Date, there was no default on our trade and non-trade
payables or breach of any covenant during the Track Record Period and up to the date of this prospectus. Our
Directors further confirm that our Group did not experience any difficulty in obtaining bank loans and other
borrowings, default in payment of bank loans and other borrowings or breach of covenants during the Track
Record Period and up to the Latest Practicable Date.
– 282 –


--- page 292 ---
FINANCIAL INFORMATION
CONTINGENT LIABILITIES
As of the Latest Practicable Date, we did not have any material contingent liabilities, guarantees or any
litigations or claims of material importance, pending or threatened against any member of our Group.
LISTING EXPENSES
We expect to incur a total of approximately RMB80.5 million (HK$88.5 million) of listing expenses in
connection with the Global Offering, representing approximately 14.7% of the proceeds from the Global
Offering at the Offer Price of HK$22.68 (assuming that the Over-allotment Option is not exercised), including
(1) sponsor fees and underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC
transaction levy for all Offer Shares of approximately RMB31.8 million (HK$34.9 million), and
(2) non-underwriting expenses of approximately RMB48.7 million (HK$53.6 million), which consist of (i) fees
and expenses of legal advisors and accountants of approximately RMB31.1 million (HK$34.3) million, and
(ii) other fees and expenses of approximately RMB17.6 million (HK$19.3 million). Approximately
RMB49.4 million is expected to be charged to our consolidated statements of profit or loss, and approximately
RMB31.1 million is expected to be deducted from equity. The listing expenses above are the best estimate as of
the Latest Practicable Date and for reference only. The actual amount may differ from this estimate.
KEY FINANCIAL RATIOS
As of/for the year ended
December 31,
As of/for the six months ended
June 30,
2022 2023 2024 2024 2025
(unaudited)
Profitability ratios
Gross profit margin (1) ...................... 82.6% 79.9% 38.3% 49.4% 32.5%
Net (loss)/profit margin (2) ................... ( 2.3%) 19.8% 1.0% 4.1% 13.1%
Adjusted profit margin (non-IFRS measure) (3) . . . 37.9% 29.9% 8.9% 12.9% 7.8%
Liquidity ratios
Current ratio
(4) ............................ 0 . 3 0 . 3 0 . 3 0 . 3 0 . 3
(1) The calculation of gross profit margin is based on gross profit for the year/period divided by revenue for the respective period and
multiplied by 100.0%.
(2) The calculation of net profit margin is based on profit for the year/period divided by revenue for the respective period and multiplied by
100.0%.
(3) The calculation of adjusted profit margin (non-IFRS measure) is based on adjusted net profit (non-IFRS measure) divided by revenue for
the respective period and multiplied by 100.0%.
(4) The calculation of current ratio is based on current assets divided by current liabilities as of period end.
Analysis of Key Financial Ratios
Gross Profit Margin, Net Profit Margin and Adjusted Profit Margin (non-IFRS measure)
See “—Period to Period Comparison of Results of Operations” for a discussion of the factors affecting our
gross profit margin, net (loss)/profit margin and adjusted profit margin (non-IFRS measure) during the Track
Record Period.
Current Ratio
Our current ratio remained stable at 0.3 as of December 31, 2022, 2023 and 2024 and June 30, 2025,
respectively.
RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time during our ordinary course of business
and on terms of transactions with other entities that are not related parties. During the Track Record Period, we
entered into a number of related party transactions. For details of our related party transactions, see Note 42 to
the Accountants’ Report in Appendix I to this prospectus. Our Directors are of the view that each of the related
– 283 –


--- page 293 ---
FINANCIAL INFORMATION
party transactions was conducted in the ordinary and usual course of business and on normal commercial terms
between the relevant parties and does not distort our Track Record Period results or make our historical results
not reflective of future performance. We did not have non-trade related balance with related parties as of June 30,
2025.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet transactions.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
We are exposed to interest rate, currency, other price, credit and liquidity risks arising from the normal
course of our business. We manage and monitor these exposures to ensure appropriate measures are implemented
on a timely and effective manner. Details of the risks to which we are exposed are set out in Note 40 to the
Accountants’ Report in Appendix I to this prospectus.
Interest Rate Risk
We are exposed to interest rate risk mainly in relation to bank balances and lease liabilities.
Currency Risk
Our transactions are denominated and settled in our functional currency, Renminbi. Other group entities
primarily operate in Cayman Islands and Hong Kong. Therefore, currency risk arose from assets and liabilities in
our subsidiaries in Cayman Islands and Hong Kong when they are transacted or accounted for in foreign
currencies. If foreign currency rate has been 5% higher/lower and all other variables were held constant, our loss
after income tax and equity in 2022, 2023, 2024 and the six months ended June 30, 2025 would decrease/increase
by RMB5 million, RMB5 million, nil, and nil, respectively, as a result of net foreign exchange change on
translation of net monetary assets denominated in foreign currencies.
Other Price Risk
We are exposed to price risk in respect of wealth management products measured as financial assets at
FVTPL, equity instruments at fair value through other comprehensive income and convertible redeemable
preferred shares measured as financial liability at FVTPL. The above financial instruments are exposed to price
risk because of changes in market prices, where changes are caused by factors specific to their issuers, or factors
affecting all similar financial instruments traded in the market.
We do not have significant other price rate risk exposure on financial assets at FVTPL and fair value
through other comprehensive income. Financial liability at FVTPL was affected by changes in our equity value.
If our equity value had increased/decreased by 5% with all other variables held constant, the loss after income tax
in 2022 would decrease/increase by RMB66 million and the profit after income tax in 2023, 2024 and the six
months ended June 30, 2025 would decrease/increase by RMB66 million, RMB72 million, and RMB71 million,
respectively.
Credit Risk
Credit risk refers to the risk that our counterparties default on their contractual obligations resulting in
financial losses to us. Our credit risk exposures are primarily attributable to bank balances, restricted bank
deposits, accounts receivables, contract assets and other receivables. We do not hold any collateral or other credit
enhancements to cover our credit risks associated with our financial assets. The carrying amounts of each class of
the above financial assets represent our maximum exposure to credit risk in relation to financial assets.
Our bank balances and restricted bank deposits are mainly deposited in state-owned or reputable financial
institutions. There has been no recent history of default in relation to these financial institutions. We consider the
instruments have low credit risk because they have a low risk of default and the counterparty has a strong
capacity to meet its contractual cash flow obligations in the near term. We consider that there is no significant
credit risk relating to them.
– 284 –


--- page 294 ---
FINANCIAL INFORMATION
For accounts receivables and contract assets, we transact only with creditworthy third parties. Other
monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts. In addition,
receivable balances are monitored on an ongoing basis. In this regard, our management considers that our credit
risk is significantly reduced. We use the aging of accounts receivables to assess the impairment. In order to
minimize the credit risk, we review the recoverable amount of each individual debt at the end of each reporting
period to ensure that adequate provisions are made for irrecoverable amounts.
For other receivables, we make periodic assessment on the recoverability of other receivables based on
historical settlement records, past experience, qualitative information that is reasonable. During the Track Record
Period, we use the aging of other receivables to assess the impairment and the directors believe that there are no
significant credit risk of these accounts.
Liquidity Risk
In the management of the liquidity risk, we monitor and maintain a level of cash and cash equivalents
deemed adequate by the management to finance our operations and mitigate the effects of fluctuations in cash
flows.
DIVIDEND
During the Track Record Period, we did not pay or declare any dividend. According to the Articles of
Association and applicable laws and regulations, the determination to pay dividends will be made at the
discretion of our Directors, subject to the Listing Rules, and will depend upon, among others, the financial
results, cash flow, business conditions and strategies, future operations and earnings, capital requirements and
expenditure plans, any restrictions on payment of dividends, and other factors that our Directors may consider
relevant. We do not have any formal dividend policy or a pre-determined dividend payout ratio. In 2022, we had
loss per share of RMB0.01 and in 2023, 2024 and the six months ended June 30, 2025, our earnings per share
from continuing operations amounted to RMB0.12, RMB0.01 and RMB0.11, respectively.
As advised by our Cayman Islands legal advisors, we are a holding company incorporated under the laws of
the Cayman Islands, pursuant to which a company may declare and pay a dividend out of either profits or share
premium account. The financial position of accumulated losses does not prohibit us from declaring and paying
dividends to our Shareholders, as dividends may still be declared and paid out of our share premium account
notwithstanding our profitability, provided that this would not result in our Company being unable to pay debts
as they fall due in the ordinary course of business.
DISTRIBUTABLE RESERVES
As of June 30, 2025, our Company had no distributable reserves.
DISCLOSURE REQUIRED UNDER CHAPTER 13 OF THE LISTING RULES
Our Directors have confirmed that, as of the Latest Practicable Date, there are no circumstances which, had
we been required to comply with Rules 13.13 to 13.19 in Chapter 13 of the Listing Rules, would have given rise
to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
COVID-19 OUTBREAK AND EFFECTS ON OUR BUSINESS
Since the COVID-19 outbreak, a series of precautionary and control measures have been implemented
worldwide to contain the virus. We adopted several precautionary measures to maintain a safe and hygienic
working environment, such as adopting COVID-19 disinfecting techniques for our offices, distributing masks for
employees, adopting flexible working schedules and locations, and implementing internal reporting system. The
COVID-19 outbreak did not materially and adversely affect our early disease screening activities since we had
only launched our early disease screening related promotion and consultancy services in 2022 and were still at an
exploratory stage at that time. Our Directors confirmed that, up to the Latest Practicable Date, the COVID-19
outbreak had not had a material adverse effect on our business, results of operations and financial condition.
– 285 –


--- page 295 ---
FINANCIAL INFORMATION
NO MATERIAL ADVERSE CHANGE
After performing sufficient due diligence work which our Directors consider appropriate and after due and
careful consideration, our Directors confirm that, as of the date of this prospectus, there has been no material
adverse change in our financial and trading positions or prospects since June 30, 2025, being the date on which
our latest consolidated financial statements were prepared, and that there has been no event since June 30, 2025
which would materially affect the information in the Accountants’ Report set out in Appendix I to this
prospectus.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
See “Appendix II—Unaudited Pro Forma Financial Information—Unaudited Pro Forma Statement of
Adjusted Consolidated Net Tangible Assets of the Group Attributable to Owners of the Company.”
– 286 –


--- page 296 ---
FUTURE PLANS AND USE OF PROCEEDS
FUTURE PLANS
For further disclosure of our business objectives and strategies, see “Business—Growth Strategies.”
USE OF PROCEEDS
We estimate that the net proceeds of the Global Offering, after deducting the estimated underwriting
commissions and other fees and expenses payable by us in connection with the Global Offering, will be
approximately HK$513.4 million, at the Offer Price of HK$22.68 per Share (assuming that the Over-allotment
Option is not exercised).
We currently intend to use the net proceeds from the Global Offering for the purposes and in the amounts as
set out below:
For the year ending December 31,
2025 2026 2027 2028 2029 2030
(HK$ in millions)
Enhancement of brand visibility, user engagement and business partner
cooperation .............................................. 4 . 1 8 . 2 22.6 61.6 53.4 55.4
Medical studies and real-world research .......................... 10.3 12.3 12.3 15.4 25.7 26.7
Enhancement of technology capabilities .......................... 10.3 17.5 17.5 15.4 21.6 20.5
Expansion into more regional and overseas market ................. 2 . 5 3 . 9 5 . 8 8 . 4 15.2 15.5
Working capital and other general corporate purposes ............... 4 . 1 7 . 7 11.8 11.8 8.2 7.7
The basis and details of our estimated use of net proceeds are set out as below.
• Approximately 40.0% of the net proceeds, or HK$205.4 million, will be used to increase our brand
visibility, enhance user engagement and strengthen our cooperation with business partners. More
specifically:
(1) approximately 10.0% of the net proceeds, or HK$51.3 million, will be used to enhance our brand
visibility and market position as a trusted healthcare and health insurance solutions platform,
primarily through launching strategic marketing campaigns across online and offline channels,
increasing awareness of our integrated service offerings, establishing our presence in key
healthcare and insurance market segments, organizing market education activities and health
promotional events, and implementing branding initiatives to strengthen our market recognition as
a leading integrated healthcare and insurance solutions provider. Specifically, we plan to place
online advertisement, including on search engines, social media and medical and healthcare-
related websites, and we also plan to collaborate with key opinion leaders to promote our products
and services through livestreaming, short videos and other forms of content marketing. We will
attend offline industry fairs, community activities and volunteer medical consultation sessions to
broaden our brand influence.
(2) approximately 20.0% of the net proceeds, or HK$102.7 million, will be used to enhance user
engagement and develop user acquisition channels:
• approximately 12.0%, or HK$61.6 million, will be used to promote healthcare services by
executing digital marketing initiatives, strengthening user targeting, broadening our online
channel coverage, and conducting targeted outreach programs for healthcare service
promotion;
• approximately 8.0%, or HK$41.1 million, will be used to enhance user engagement and
retention through upgrading our personalized user engagement tools, investing in health-
related content production and market education initiatives, improving our service delivery
platform, and deploying AI-powered solutions to optimize user experience;
(3) approximately 10.0% of the net proceeds, or HK$51.3 million, will be used to deepen cooperation
with business partners:
• approximately 6.0%, or HK$30.8 million, will be used to enhance our technical service
capabilities for insurance partners through recruiting additional technical personnel to refine
– 287 –


--- page 297 ---
FUTURE PLANS AND USE OF PROCEEDS
and upgrade our infrastructure platform, strengthening our intelligent claims processing and
risk management systems, and developing new service modules to enable dynamic risk
assessment. We plan to recruit a total of 20 technical specialists with past experience in
information technology, mathematics and AI with an estimated annual salary range between
RMB0.3 million and RMB1.0 million.
• approximately 4.0%, or HK$20.5 million, will be used to expand our collaboration with
healthcare service providers by developing new product and service categories, enriching our
integrated health service packages, strengthening the network of our early disease screening
related promotion and consultancy services and health examination services, and investing in
medical professional recruitment and training. We plan to recruit a total of ten healthcare
specialists with past experience in marketing, business development and medicines with an
estimated annual salary range from RMB0.2 million and RMB0.6 million.
• Approximately 20.0% of the net proceeds, or HK$102.7 million, will be used for medical studies and
real-world research. More specifically:
(1) approximately 10.0% of the net proceeds, or HK$51.3 million, will be used to recruit relevant
medical professionals. We operate as a CRO to support pharmaceutical companies in completing
Phase IV real-world studies. These studies are post-marketing clinical trials designed to monitor
the safety and efficacy of a drug after it has been approved and marketed. They aim to identify
rare or long-term adverse effects not observed in earlier phase clinical trials. Phase IV real-world
studies evaluate the drug in routine clinical practice across diverse patient populations. Our
customers can collect and analyze clinical trial results to understand the drug’s safety and efficacy
in large populations, uncover potential therapeutic benefits or new indications, and thus gain a
competitive edge. We plan to recruit a total of four clinical research and medical data analysis
specialists with past experience in clinical medicine, pharmacy and statistics with an estimated
annual salary of RMB0.5 million, and a total of 12 business development personnel with expertise
in medicines and pharmacy and working experiences in hospitals and medical associations, with
an estimated annual salary of RMB0.3 million.
(2) approximately 10.0% of the net proceeds, or HK$51.3 million, will be used to develop various
projects, such as national level projects, to research and conduct clinical researches and market
education on various diseases. Specifically, we plan to organize three to five national-level health
education projects from 2025 to 2028 and publish over 100,000 educational articles and videos on
national-level media outlets, such as the Young Physicians Growth Plan – Academic Capacity
Enhancement Initiative and the National Health Literacy Promotion 6630 Campaign, which were
disseminated through nationally recognized platforms. Our national-level health education
projects and outlets typically involve collaboration with national academic institutions, or leading
media outlets that have nationwide reach, including Chinese mainstream digital news media.
These projects may include national academic symposiums where medical experts from all over
the country engage in discussions on topics including discipline development, enhancement of
research capabilities, multidisciplinary collaboration, and medical science communication. We
intend to use approximately 5.0% of the net proceeds, or HK$25.7 million, to conduct these
national-level health education projects; approximately 3.0% of the net proceeds, or
HK$15.4 million, to prepare and publish high-quality educational articles and videos; and
approximately 2.0% of the net proceeds, or HK$10.3 million, to review the educational articles
and videos;
• Approximately 20.0% of the net proceeds, or HK$102.7 million, will be used to enhance our
technology capabilities in AI and big data for wider application in our products and services. More
specifically:
(1) approximately 10.0% of the net proceeds, or HK$51.3 million, will be used to recruit R&D
personnel specializing in AI algorithm and AI application. We plan to recruit a total of seven AI
algorithm specialists with a maser’s degree or above in IT, AI and statistics and mathematics and
past experience in deep learning, large models and multi-modal researches with an estimated
annual salary range between RMB0.8 million and RMB1.5 million, and an total of four AI
application specialists with a bachelor’s degree or above in IT and software engineering and past
experience in large model architecture design and application development, with an estimated
annual salary range between RMB0.5 million and RMB0.8 million;
– 288 –


--- page 298 ---
FUTURE PLANS AND USE OF PROCEEDS
(2) approximately 10.0% of the net proceeds, or HK$51.3 million, will be used to establish and
upgrade our technology infrastructure for LLM training and research, develop new multi-modal
models, and construct EDC system and AI models;
• Approximately 10.0% of the net proceeds, or HK$51.3 million, will be used to expand into more
regional and overseas market. More specifically:
(1) approximately 7.0% of the net proceeds, or HK$35.9 million, will be used to develop healthcare
and insurance services customized for users in the Greater Bay Area, such as cross-region medical
consultation, private care and accompaniment services, priority access to surgeries,
multidisciplinary team consultations and hospital admission and nursing care services. We also
plan to provide medical services in Hong Kong, Macau and overseas regions for mainland China
users. Specifically, we plan to use approximately 2.4% of the net proceeds, or HK$12.3 million, to
enhance our medical service capabilities in the Greater Bay Area. These services will include
outpatient appointment services with experts from top-tier hospitals, green channel services for
hospitalization and surgery, private inpatient care, and new special drug search services in the
Greater Bay Area. We will establish service centers in various cities within the Greater Bay Area,
recruit and train dedicated service personnel, and maintain long-term cooperative relationships
with key medical institutions and service providers in the region.
Additionally, we plan to use approximately 4.6% of the net proceeds, or HK$23.6 million, to
enhance the equity of our licensed insurance brokerage company in Hong Kong. We plan to
develop a professional team to collaborate with insurance companies in Hong Kong in developing
health insurance products. We plan to recruit a total of nine overseas insurance business personnel
with a bachelor’s degree or above in finance, insurance, marketing and international trades and
past experience in insurance product design, overseas insurance sales, customer services, with an
estimated annual salary range between RMB0.2 million and RMB1.2 million. By strengthening
the team of our licensed brokerage company in Hong Kong, we will select and represent insurance
products from local insurance companies in Hong Kong and carry out localized insurance business
sales and services in accordance with the requirements of the Hong Kong insurance authority;
(2) approximately 3.0% of the net proceeds, or HK$15.4 million, will be used to expand overseas
market (e.g. Singapore) for our Healthcare-related Services, in particular to upgrade and optimize
overseas services incorporating AI health check products powered by our big data capabilities,
and to recruit business development personnel for our overseas business expansion.
Specifically, in the overseas market (e.g., Singapore), we plan to collaborate with well-known
local insurance companies and medical institutions to deliver one-stop health management service.
Users can conveniently reserve offline physical examinations and rehabilitation training, and
receive professional advice. We also plan to optimize our Healthcare-related Services according
to the disease and health issues of different regions. For instance, we will optimize detection and
recommendations for common regional diseases in Singapore, such as respiratory diseases and
hepatitis. Furthermore, we will provide a multilingual version of our website and app to adapt to
local language and culture.
We plan to use approximately 1.0% of the net proceeds, or HK$5.1 million, for online marketing,
utilizing international social media platforms to publish articles and videos, including health
education services and case sharing. Additionally, we will use approximately 0.7% of the net
proceeds, or HK$3.6 million, for offline marketing, participating in international insurance
exhibitions, seminars, and industry forums to showcase our strengths and advantages in health
service products and collaborate with local insurance companies to enhance our influence. Lastly,
we will use approximately 0.4% of the net proceeds, or HK$2.1 million, for brand building,
optimizing our brand logos, names, and slogans according to local cultural and consumer
preferences to better align with local esthetics and cultural connotations.
We plan to recruit a total of 25 personnel to staff our healthcare team, marketing team and public
support team. Relevant personnel shall possess a bachelor’s degree or above in public health,
clinical medicine, nursing, statistical science, marketing, accounting, law and human resources
– 289 –


--- page 299 ---
FUTURE PLANS AND USE OF PROCEEDS
and past experiences in health management, medical statistics analysis, social media marketing
and financial management, with an estimated annual salary range between RMB0.2 million and
RMB1.0 million;
• Approximately 10.0% of the net proceeds, or HK$51.3 million, for working capital and other general
corporate purposes.
In the event that the Over-allotment Option is exercised in full, we will receive net proceeds of
HK$599.6 million (after deducting the estimated underwriting commissions and other fees and expenses payable
by us in connection with the Global Offering and at the Offer Price of HK$22.68 per Share.
To the extent that the net proceeds are not immediately used in accordance with the specified plans, we will
only deposit such proceeds into short-term interest-bearing accounts at licensed commercial banks and/or other
authorized financial institutions (as defined under the Securities and Futures Ordinance or the applicable laws
and regulations in other jurisdictions).
– 290 –


--- page 300 ---
UNDERWRITING
HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
China Merchants Securities (HK) Co., Limited
Futu Securities International (Hong Kong) Limited
SPDB International Capital Limited
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, we are offering 2,654,000 Hong Kong Offer Shares
(subject to reallocation) for subscription by the public in Hong Kong at the Offer Price on the terms and subject
to the conditions of this prospectus.
Subject to the Listing Committee granting the listing of, and permission to deal in, our Shares in issue and to
be issued as mentioned herein (including any additional Shares which may be made available pursuant to the
exercise of the Over-allotment Option), and to certain other conditions set out in the Hong Kong Underwriting
Agreement, the Hong Kong Underwriters have agreed severally, but not jointly, to subscribe for or procure
subscribers for their respective applicable proportions of the Hong Kong Offer Shares which are being offered
but are not taken up under the Hong Kong Public Offering on the terms and subject to the conditions of this
prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional upon and subject to the International Underwriting
Agreement having been signed and becoming unconditional and not having been terminated in accordance with
its terms.
Grounds for Termination
The Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) shall be entitled by notice (in writing) to our Company to terminate the Hong Kong Underwriting
Agreement with immediate effect if at any time prior to 8:00 a.m. on the day that trading in the Shares
commences on the Stock Exchange:
(1) there develops, occurs, exists or comes into force:
(a) any new law or regulation or any change or development involving a prospective change or any event
or series of events or circumstances likely to result in a change or a development involving a
prospective change in existing laws or regulations, or the interpretation or application thereof by any
court or any competent Authority (as defined in the Hong Kong Underwriting Agreement) in or
affecting Hong Kong, the Cayman Islands, the PRC, the United States, the United Kingdom, the
European Union (or any member thereof), Japan, Singapore, or other jurisdictions relevant to the
Group or the Global Offering (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant
Jurisdictions”); or
(b) any change or development involving a prospective change, or any event or series of events or
circumstances likely to result in a change or prospective change, in any local, national, regional or
international financial, political, military, industrial, economic, fiscal, legal, regulatory, currency, credit
or market conditions or sentiments, Taxation (as defined in the Hong Kong Underwriting Agreement),
equity securities or currency exchange rate or controls or any monetary or trading settlement system, or
foreign investment regulations (including, without limitation, a devaluation of the Hong Kong dollar,
United States dollar or Renminbi against any foreign currencies, a change in the system under which
the value of the Hong Kong dollar is linked to that of the United States dollar or the Renminbi is linked
to any foreign currency or currencies) or other financial markets (including, without limitation,
– 291 –


--- page 301 ---
UNDERWRITING
conditions and sentiments in stock and bond markets, money and foreign exchange markets, the
inter-bank markets and credit markets) in or affecting any Relevant Jurisdictions, or affecting an
investment in the Offer Shares; or
(c) any event or series of local, national, regional or international events, or circumstances in the nature of
force majeure (including, without limitation, any acts of government, declaration of a regional, national
or international emergency or war, calamity, crisis, economic sanctions, strikes, labor disputes, other
industrial actions, lock-outs, fire, explosion, flooding, tsunami, earthquake, volcanic eruption, civil
commotion, riots, rebellion, public disorder, paralysis in government operations, acts of war, epidemic,
pandemic, outbreak or escalation, mutation or aggravation of diseases , accident or interruption or
delay in transportation, local, national, regional or international outbreak or escalation of hostilities
(whether or not war is or has been declared), act of God or act of terrorism (whether or not
responsibility has been claimed) in or affecting any of the Relevant Jurisdictions; or
(d) the imposition or declaration of any moratorium, suspension or limitation (including without limitation,
any imposition of or requirement for any minimum or maximum price limit or price range) on (i) the
trading in shares or securities generally on the Stock Exchange, the Shanghai Stock Exchange, the
Shenzhen Stock Exchange, the Tokyo Stock Exchange, the Singapore Stock Exchange, the New York
Stock Exchange, the NASDAQ Global Market or the London Stock Exchange; or (ii) the trading in any
securities of the Company listed or quoted on a stock exchange or an over-the-counter market; or
(e) the imposition or declaration of any general moratorium on banking activities in or affecting any of the
Relevant Jurisdictions or any disruption in commercial banking or foreign exchange trading or
securities settlement or clearing services, procedures or matters in or affecting any of the Relevant
Jurisdictions; or
(f) other than with the prior written consent of the Overall Coordinators, the issue or requirement to issue
by the Company of a supplement or amendment to the Prospectus or other documents in connection
with the offer and sale of the Offer Shares pursuant to the Companies (Winding up and Miscellaneous
Provisions) Ordinance or the Listing Rules or upon any requirement or request of the Stock Exchange
and/or the SFC; or
(g) the commencement by any Authority or other regulatory or political body or organization of any public
action or investigation against any member of our Group or a director or a senior management member
of any member of our Group or announcing an intention to take any such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or indirectly, on any member
of our Group or any of the Controlling Shareholders or by or on any Relevant Jurisdiction, or the
withdrawal of trading privileges which existed on the date of the Hong Kong Underwriting Agreement,
in whatever form, directly or indirectly, by, or for, any Relevant Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of any member of the Group
or in respect of which any member of the Group is liable prior to its stated maturity; or
(j) any non-compliance of the prospectus (or any other documents used in connection with the
contemplated offering, allotment, issue, subscription or sale of any of the Offer Shares), the CSRC
Filings (as defined in the Hong Kong Underwriting Agreement) or any aspect of the Global Offering
with the Listing Rules or any other applicable Laws; or
(k) any litigation, dispute, legal action or claim or regulatory or administrative investigation or action
being threatened, instigated or announced against any member of the Group or any Controlling
Shareholder or any Director or senior management members as named in the prospectus; or
(l) any contravention by any member of the Group or any Director of the Listing Rules or applicable
Laws; or
(m) any change or prospective change, or a materialization of, any of the risks set out in the section headed
“Risk Factors” in the prospectus
– 292 –


--- page 302 ---
UNDERWRITING
which, in any such case individually or in the aggregate, in the sole and absolute opinion of the Joint
Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) (1)
has or will or may have a material adverse effect, whether directly or indirectly, on the assets, liabilities,
business, general affairs, management, prospects, shareholders’ equity, profits, losses, results of operations,
position or condition, financial or otherwise, or performance of the Company or the Group as a whole; or
(2) has or will or may have a material adverse effect on the success of the Global Offering or the level of
applications under the Hong Kong Public Offering or the level of indications of interest under the
International Offering; or (3) makes or will make or may make it impracticable, inadvisable, inexpedient or
incapable for any part of the Hong Kong Underwriting Agreement, the Hong Kong Public Offering or the
Global Offering to be performed or implemented as envisaged, or for the Hong Kong Public Offering and/or
the Global Offering to proceed, or to market the Global Offering, or the delivery or distribution of the Offer
Shares on the terms and in the manner contemplated by the Offering Documents (as defined in the Hong
Kong Underwriting Agreement); or (4) has or will or may have the effect of making any part of the
Hong Kong Underwriting Agreement (including underwriting) impracticable or incapable of performance in
accordance with its terms or preventing or delaying the processing of applications and/or payments pursuant
to the Global Offering or pursuant to the underwriting thereof (collectively, “ Material Adverse Effect ”); or
(2) there has come to the notice of the Joint Sponsors and the Overall Coordinators (for themselves and on
behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the Offering Documents, the CSRC Filings, the Operative
Documents (as defined in the Hong Kong Underwriting Agreement) and/or any notices,
announcements, advertisements, communications or other documents issued or used by or on behalf of
the Company in connection with the Hong Kong Public Offering (including any supplement or
amendment thereto) (the “ Global Offering Documents ”) was, when it was issued, or has become
untrue, incorrect, inaccurate in any material respect or misleading; or that any estimate, forecast,
expression of opinion, intention or expectation contained in any such documents, was, when it was
issued, or has become unfair or misleading in any respect or based on materially untrue, dishonest or
unreasonable assumptions or given in bad faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been discovered
immediately before the date of this prospectus, constitute a material omission, or misstatement in any
Global Offering Document (including any supplement or amendment thereto); or
(c) any breach of, or any event or circumstance rendering untrue, inaccurate, incomplete or incorrect in
any material respect or misleading, any of the representations, warranties and undertakings given by
the Company or the Controlling Shareholders in the Hong Kong Underwriting Agreement or the
International Underwriting Agreement; or
(d) any event, act or omission which gives rise or is likely to give rise to any liability of any of the
Indemnifying Parties (as defined in the Hong Kong Underwriting Agreement) pursuant to the
provisions of the Hong Kong Underwriting Agreement; or
(e) any material breach of any of the obligations or undertakings imposed upon the Company or any
member of the Controlling Shareholders or any cornerstone investor (as applicable) to Hong Kong
Underwriting Agreement, the International Underwriting Agreement or the Cornerstone Investment
Agreement; or
(f) there is any change or development involving a prospective change, constituting or having a Material
Adverse Effect; or
(g) that the chairman of the Board, any Director or any member of senior management of the Company
named in the prospectus seeks to retire, or is removed from office or vacating his/her office; or
(h) any Director or any member of senior management of the Company named in the prospectus is being
charged with an indictable offence or prohibited by operation of law or otherwise disqualified from
taking part in the management or taking directorship of a company or the commencement by any
government, political, regulatory body of any action against any Director in his or her capacity as such
– 293 –


--- page 303 ---
UNDERWRITING
or an announcement by any governmental, political regulatory body that it intends to take any such
action; or
(i) an Authority or a political body or organisation in any Relevant Jurisdiction (including, in particular,
the CSRC and its local branches and representative offices) commencing any investigation or other
action, or announcing an intention to investigate or take other action, against any member of the Group
or any Director or a member of the Company’s senior management as named in the prospectus; or
(j) the Company withdraws the prospectus (and/or any other documents used in connection with the
subscription or sale of any of the Offer Shares pursuant to the Global Offering) or the Global
Offering; or
(k) that the approval by the Listing Committee of the listing of, and permission to deal in, the Shares in
issue and to be issued pursuant to the Global Offering (including pursuant to any exercise of the Over-
allotment Option) is refused or not granted, other than subject to customary conditions, on or before the
Listing Date, or if granted, the approval is subsequently withdrawn, cancelled, qualified (other than by
customary conditions), revoked or withheld; or
(l) any person (other than any of the Joint Sponsors) has withdrawn its consent to the issue of the
prospectus with the inclusion of its reports, letters and/or legal opinions (as the case may be) and
references to its name included in the form and context in which it respectively appears; or
(m) any prohibition on the Company for whatever reason from offering, allotting, issuing or selling any of
the Offer Shares pursuant to the terms of the Global Offering; or
(n) an order or petition is presented for the winding-up or liquidation of any member of the Group, or any
member of the Group makes any composition or arrangement with its creditors or enters into a scheme
of arrangement or any resolution is passed for the winding-up of any member of the Group or a
provisional liquidator, receiver or manager is appointed over all or part of the assets or undertaking of
any member of the Group or anything analogous thereto occurs in respect of any member of the
Group; or
(o) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or the results of the CSRC
Filings published on the website of the CSRC is rejected, withdrawn, revoked or invalidated; or
(B) other than with the prior written consent of the Overall Coordinators, the issue or requirement to
issue by the Company of a supplement or amendment to the CSRC Filings pursuant to the CSRC Rules
(as defined in the Hong Kong Underwriting Agreement) or upon any requirement or request of the
CSRC; or (C) any non-compliance of the CSRC Filings with the CSRC Rules or any other applicable
Laws; or
(p) that (i) a material portion of the orders placed or confirmed in the bookbuilding process or (ii) any
investment commitment made by any cornerstone investor under the Cornerstone Investment
Agreement signed with such cornerstone investor, have been withdrawn, terminated or cancelled, or
with respect to which the payment of the relevant orders and/or investment commitment has not been
received or settled in the stipulated time and manner or otherwise.
Undertakings to the Hong Kong Stock Exchange pursuant to the Listing Rules
(A) Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Stock Exchange that no further
Shares or securities convertible into equity securities of our Company (whether or not of a class already listed)
may be issued by our Company or form the subject of any agreement to such an issue within six months from the
Listing Date (whether or not such issue of Shares or securities of our Company will be completed within six
months from the Listing Date) except (a) pursuant to the Global Offering and the Over-Allotment Option; or
(b) in certain circumstances prescribed by Rule 10.08 of the Listing Rules.
– 294 –


--- page 304 ---
UNDERWRITING
(B) Undertakings by our Controlling Shareholders
In accordance with Rule 10.07(1) of the Listing Rules, each of our Controlling Shareholders has undertaken
to the Stock Exchange and us that, except pursuant to the Global Offering (including the Over-allotment Option),
she/it shall not:
(a) in the period commencing on the date by reference to which disclosure of his/her/its shareholding is
made in this prospectus and ending on the date which is six months from the Listing Date (the “ LR
First Six-month Period ”), dispose of, nor enter into any agreement to dispose of, or otherwise create
any options, rights, interests or encumbrances in respect of, any of those securities of our Company in
respect of which she/it is shown by this prospectus to be the beneficial owner or controlled by her/it
through the Voting Proxy Arrangement (the “ Relevant Securities”); and
(b) in the period of six months commencing from the expiry of the LR First Six-month Period (the “ LR
Second Six-month Period ”), dispose of, nor enter into any agreement to dispose of, or otherwise
create any options, rights, interests or encumbrances in respect of, any of the Relevant Securities if,
immediately following such disposal or upon the exercise or enforcement of such options, rights,
interests or encumbrances, she/it would cease to be the controlling shareholder (as defined in the
Listing Rules) of our Company.
In accordance with Note 3 to Rule 10.07(2) of the Listing Rules, each of our Controlling Shareholders has
also undertaken to the Stock Exchange and us that during the LR First Six-month Period and the LR Second
Six-month Period, she/it shall:
(a) when she/it pledges or charges any Shares or securities of our Company beneficially owned by her/it in
favor of an authorized institution (as defined in the Banking Ordinance, Chapter 155 of the Laws of
Hong Kong) for a bona fide commercial loan, immediately inform us in writing of such pledge or
charge together with the number of such Shares or securities so pledged or charged; and
(b) when she/it receives any indications, either verbal or written, from the pledgee or chargee that any of
the pledged or charged Shares or securities of our Company will be disposed of, immediately inform
our Company in writing of such indications.
We will inform the Stock Exchange as soon as we have been informed of the matters referred to in
paragraphs (a) and (b) above by our Controlling Shareholders and make a public disclosure in relation to such
information by way of an announcement in accordance with the Listing Rules.
Undertakings Pursuant to the Hong Kong Underwriting Agreement
(A) Undertakings by our Company
Except for the offer and sale of the Offer Shares pursuant to the Global Offering (including pursuant to the
Over-allotment Option) the Stock Borrowing Agreement, the exercise of outstanding options under the Pre-IPO
Share Option Scheme or otherwise in compliance with the Listing Rules, during the period commencing on the
date of the Hong Kong Underwriting Agreement up to and including, the date that is six months after the Listing
Date (the “ First Six-Month Period ”), our Company undertakes to each of the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries and the Hong Kong Underwriters not to without the prior written consent of the Joint Sponsors
and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters):
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell,
assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to
subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or
otherwise transfer or dispose of or create an encumbrance over, or agree to transfer or dispose of or create
an encumbrance over, either directly or indirectly, conditionally or unconditionally, or repurchase, any legal
or beneficial interest in any share capital or other securities of our Company, or any interest in any of the
foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for
or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other
securities of the Company, or any interest in any of the foregoing, as applicable), or deposit any Shares or
other securities of our Company, as applicable, with a depositary in connection with the issue of depositary
receipts; or
– 295 –


--- page 305 ---
UNDERWRITING
(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of subscription or ownership (legal or beneficial) of any Shares or other securities of our
Company, or any interest in any of the foregoing (including, without limitation, any securities convertible
into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights
to purchase, any Shares or other securities of the Company, or any interest in any of the foregoing); or
(c) enter into any transaction with the same economic effect as any transaction specified in (a) or (b) above; or
(d) offer to or agree to or announce any intention to effect any transaction specified in (a), (b) or (c) above,
in each case, whether any of the transactions specified (a), (b) or (c) above is to be settled by delivery of Shares
or other securities of our Company, in cash or otherwise (whether or not the issue of such Shares or other shares
or securities will be completed within the First Six-Month Period). In the event that, during the period of six
months commencing on the date on which the First Six-Month Period expires (the “ Second Six-Month
Period”), our Company is allowed to enter into any of the transactions specified in (a), (b) or (c) above or offers
to or agrees to or announces any intention to effect any such transaction, our Company shall take all reasonable
steps to ensure that such an issue or disposal will not, and no other act of the Company will, create a disorderly or
false market in the securities of our Company. Each of the Controlling Shareholders undertakes to each of the
Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Lead Manager, the Joint
Bookrunner, the Capital Market Intermediaries and the Hong Kong Underwriters to procure our Company to
comply with the undertakings.
(B) Undertakings by our Controlling Shareholders
Each of our Controlling Shareholders has undertaken to each of our Company, the Joint Sponsors, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital
Market Intermediaries and the Hong Kong Underwriters that, except pursuant to the Stock Borrowing
Agreement, or unless in compliance with the requirements of the Listing Rules, without the prior written consent
of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters):
(a) she/it will not, and will procure that the relevant registered holder(s), any nominee or trustee holding on
trust for her/it and the companies controlled by her/it will not, at any time during the First Six-Month
Period, (i) sell, offer to sell, accept subscription for, contract or agree to allot, issue or, sell, mortgage,
charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to purchase, grant or
purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose of or create an
Encumbrance over, or agree to transfer or dispose of or create an encumbrance over, either directly or
indirectly, conditionally or unconditionally, any Shares or other securities of our Company or any interest
therein that are beneficially owned by her/it or proxied to it pursuant to the voting proxy arrangements as
disclosed in this prospectus (including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any such
Shares or any such other securities, as applicable or any interest in any of the foregoing) (the “ Locked-up
Securities”), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of any Locked-up Securities, or
(iii) enter into any transaction with the same economic effect as any transaction specified in (a)(i) or (a)(ii)
above, or (a)(iv) offer to or agree to or announce any intention to effect any transaction specified in (a)(i),
(a)(ii) or (a)(iii) above, in each case, whether any of the transactions specified in (a)(i), (a)(ii) or (a)(iii)
above is to be settled by delivery of Shares or other securities of our Company or in cash or otherwise
(whether or not the transactions will be completed within the First Six-Month Period);
(b) until the expiry of the Second Six-Month period, in the event that she/it enters into any of the transactions
specified in (a)(i), (a)(ii) or (a)(iii) above or offer to or agrees to or contract to or publicly announce any
intention to effect any such transaction, she/it will take all reasonable steps to ensure that such a disposal
will not create a disorderly or false market in the securities of our Company;
(c) it/ she will not, during the Second Six Month Period, enter into any of the transactions specified in (a)(i),
(a)(ii) or (a)(iii) above or offer to or agree to contract to or publicly announce any intention to effect any
such transaction if, immediately following any sale, transfer or disposal or upon the exercise or enforcement
of any option, right, interest or encumbrance pursuant to such transaction, it will cease to be a Controlling
Shareholder of the Company or a member of a group of the Controlling Shareholders of the Company or
would together with the other Controlling Shareholders cease to be “Controlling Shareholders” of the
Company; and
– 296 –


--- page 306 ---
UNDERWRITING
(d) at any time during the First Six-Month Period and the Second Six-Month Period, he/it or any relevant
registered holder will (i) if and when she/it pledges or charges any Shares or other securities (or interest
therein) of our Company beneficially owned by her/it, immediately inform our Company, the Joint Sponsors
and the Overall Coordinators in writing of such pledge or charge together with the number of Shares or
other securities of our Company so pledged or charged and when it/he/she or the relevant registered
holder(s) pledges or charges any Shares or other securities of the Company beneficially owned by it/her,;
and (ii) if and when the relevant Controlling Shareholder, receives indications, either verbal or written, from
any pledgee or chargee that any of the pledged or charged Shares or other securities of our Company will be
disposed of, immediately inform our Company, the Joint Sponsors and the Overall Coordinators of such
indications.
Undertakings by Existing Shareholders
Each of the Pre-IPO Investors has agreed with the Company that, and has entered into a lock-up undertaking
letter in favour of the Company and the Underwriters pursuant to which each of the Pre-IPO Investors are subject
to lock-up arrangements, and shall not, among others, sell or otherwise transfer or dispose of any Shares for 190
days from the Listing Date.
Indemnity
Each of our Company and our Controlling Shareholders has agreed to indemnify each of the Joint Sponsors,
the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Hong Kong Underwriters and the Capital Market Intermediaries for certain losses which they may suffer,
including any breach by them, respectively, of the Hong Kong Underwriting Agreement or certain provisions
thereof.
Underwriting Commission and Expenses
Our Company will pay an underwriting commission of 3.5% of the aggregate Offer Price of all the Offer
Shares, including Offer Shares to be issued pursuant to the Over-allotment Option (the “ Fixed Fees ”). Our
Company may, at our sole and absolute discretion, pay an incentive fee of up to 1% of the Offer Price in respect
of all the Offer Shares (including Offer Shares to be issued pursuant to the Over-allotment Option) (the
“Discretionary Fees ”). The ratio of Fixed Fees and Discretionary Fees payable is therefore 72.0:28.0 (on the
basis that the Discretionary Fees will be fully paid). For unsubscribed Hong Kong Offer Shares reallocated to the
International Offering, we will pay an underwriting commission at the rate applicable to the International
Offering and such commission will be paid to the relevant International Underwriters and not the Hong Kong
Underwriters.
The aggregate commissions and fees, together with the listing fees, SFC transaction levy, the Stock
Exchange trading fee, AFRC transaction levy, legal and other professional fees, printing and other expenses
payable by us relating to the Global Offering are estimated to amount to approximately RMB80.5 million
(approximately HK$88.5 million) in total (based on the Offer Price of HK$22.68 per Offer Share assuming the
Over-allotment Option is not exercised).
Hong Kong Underwriters’ interests in our Company
Save for their respective obligations under the Hong Kong Underwriting Agreement and as disclosed in this
prospectus, as of the Latest Practicable Date, none of the Hong Kong Underwriters is interested directly or
indirectly in any Shares or securities in our Company or any other member of the Group or has any right or
option (whether legally enforceable or not) to subscribe for, or to nominate persons to subscribe for, any Shares
or securities in our Company or any other member of the Group.
Following completion of the Global Offering, the Hong Kong Underwriters and their affiliated companies
may hold a certain portion of the Shares as a result of fulfilling their obligations under the Hong Kong
Underwriting Agreement.
International Offering
In connection with the International Offering, we expect to enter into the International Underwriting
Agreement with, among others, the International Underwriters. Under the International Underwriting Agreement,
the International Underwriters would, subject to certain conditions, severally but not jointly agree to purchase the
International Offer Shares or procure purchasers for the International Offer Shares initially being offered
pursuant to the International Offering.
– 297 –


--- page 307 ---
UNDERWRITING
Under the International Underwriting Agreement, we intend to grant to the International Underwriters the
Over-allotment Option, exercisable in whole or in part at one or more times, at the sole and absolute discretion of
the Overall Coordinators on behalf of the International Underwriters from the date of the International
Underwriting Agreement until 30 days from the last day for the lodging of applications under the Hong Kong
Public Offering to require us to allot and issue up to an aggregate of 3,981,000 additional Shares, representing
approximately 15.0% of the number of Offer Shares initially available under the Global Offering at the Offer
Price to cover over-allocations in the International Offering, if any.
The International Underwriting Agreement is conditional on and subject to the Hong Kong Underwriting
Agreement having been executed, becoming unconditional and not having been terminated. It is expected that
undertakings similar to those given to the Hong Kong Underwriters will be given by our Company to the
International Underwriters under the International Underwriting Agreement.
ACTIVITIES BY SYNDICATE MEMBERS
We describe below a variety of activities that underwriters of the Hong Kong Public Offering and the
International Offering, together referred to as “Syndicate Members”, may each individually undertake, and which
do not form part of the underwriting or the stabilizing process. When engaging in any of these activities, it should
be noted that the Syndicate Members are subject to restrictions, including the following:
(a) under the agreement among the Syndicate Members, all of them (other than the Stabilizing Manager or any
person acting for it) must not, in connection with the distribution of the Offer Shares, effect any transactions
(including issuing or entering into any option or other derivative transactions relating to the Offer Shares),
whether in the open market or otherwise, with a view to stabilizing or maintaining the market price of any of
the Offer Shares at levels other than those which might otherwise prevail in the open market; and
(b) all of them must comply with all applicable laws, including the market misconduct provisions of the SFO,
including the provisions prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
The Syndicate Members and their affiliates are diversified financial institutions with relationships in
countries around the world. These entities engage in a wide range of commercial and investment banking,
brokerage, funds management, trading, hedging, investing and other activities for their own account and for the
account of others. In relation to the Shares, those activities could include acting as agent for buyers and sellers of
the Shares, entering into transactions with those buyers and sellers in a principal capacity, proprietary trading in
the Shares and entering into over-the-counter or listed derivative transactions or listed and unlisted securities
transactions (including issuing securities such as derivative warrants listed on a stock exchange) which have the
Shares as their or part of their underlying assets. Those activities may require hedging activity by those entities
involving, directly or indirectly, buying and selling the Shares.
All such activities could occur in Hong Kong and elsewhere in the world and may result in the Syndicate
Members and their affiliates holding long and/or short positions in the Shares, in baskets of securities or indices
including the Shares, in units of funds that may purchase the Shares, or in derivatives related to any of the
foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities having the Shares as
their or part of their underlying assets, whether on the Stock Exchange or on any other stock exchange, the rules
of the relevant exchange may require the issuer of those securities (or one of its affiliates or agents) to act as a
market maker or liquidity provider in the security, and this will also result in hedging activity in the Shares in
most cases.
All of these activities may occur both during and after the end of the stabilizing period described under the
section headed “Structure of the Global Offering—Stabilization Action” in this prospectus. These activities may
affect the market price or value of the Shares, the liquidity or trading volume in the Shares and the volatility of
their share price, and the extent to which this occurs from day to day cannot be estimated.
JOINT SPONSORS’ INDEPENDENCE
The Joint Sponsors satisfy the independence criteria applicable to sponsors as set out in Rule 3A.07 of the
Listing Rules.
– 298 –


--- page 308 ---
STRUCTURE OF THE GLOBAL OFFERING
THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part of the Global
Offering. China International Capital Corporation Hong Kong Securities Limited and China Merchants Securities
(HK) Co., Limited are the Overall Coordinators of the Global Offering.
The listing of the Shares on the Stock Exchange is sponsored by the Joint Sponsors. The Joint Sponsors
have made an application on behalf of our Company to the Stock Exchange for the listing of, and permission to
deal in, the Shares in issue and to be issued as mentioned in this prospectus. The Global Offering comprises of:
(a) the Hong Kong Public Offering of initially 2,654,000 Offer Shares (subject to reallocation) in Hong
Kong as described in the paragraph headed “—The Hong Kong Public Offering” in this section; and
(b) the International Offering of an aggregate of 23,886,000 Offer Shares (subject to reallocation and the
Over-allotment Option) outside the United States in offshore transactions in reliance on Regulation S.
Investors may apply for Hong Kong Offer Shares under the Hong Kong Public Offering or apply for or
indicate an interest, if qualified to do so, for the International Offer Shares under the International Offering, but
may not do both.
The number of Hong Kong Offer Shares and International Offer Shares to be offered under the Hong Kong
Public Offering and the International Offering respectively may be subject to reallocation as described in the
paragraph headed “—Pricing and Allocation” in this section.
References in this prospectus to applications, application monies or the procedure for application relate
solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Hong Kong Offer Shares initially offered
We are initially offering 2,654,000 Hong Kong Offer Shares at the Offer Price, representing 10% of the total
number of Offer Shares initially available under the Global Offering, at the Offer Price for subscription by the
public in Hong Kong. Subject to the reallocation of Shares between (i) the International Offering, and (ii) the
Hong Kong Public Offering, the Hong Kong Offer Shares will represent approximately 1.29% of our Company’s
enlarged issued share capital immediately after completion of the Global Offering, assuming that the Over-
allotment Option is not exercised.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to institutional
and professional investors. Professional investors generally include brokers, dealers and companies (including
fund managers) whose ordinary business involves dealing in shares and other securities, and corporate entities
which regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions as set out in the paragraph headed
“—Conditions of the Global Offering” in this section.
Allocation
Allocation of Offer Shares to applicants under the Hong Kong Public Offering will be based solely on the
level of valid applications received under the Hong Kong Public Offering. The basis of allocation may vary,
depending on the number of Hong Kong Offer Shares validly applied for by applicants. Such allocation could,
where appropriate, consist of balloting, which would mean that some applicants may receive a higher allocation
than others who have applied for the same number of Hong Kong Offer Shares, and those applicants who are not
successful in the ballot may not receive any Hong Kong Offer Shares.
The total number of Hong Kong Offer Shares available under the Hong Kong Public Offering (after taking
account of any reallocation referred to below) will be divided into two pools (with any odd board lots being
allocated to pool A) for allocation purposes.
– 299 –


--- page 309 ---
STRUCTURE OF THE GLOBAL OFFERING
(a) Pool A : The Hong Kong Offer Shares in Pool A will be allocated on an equitable basis to applicants
who have applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5 million
(excluding the brokerage, SFC transaction levy, the Stock Exchange trading fee and the AFRC
transaction levy payable) or less.
(b) Pool B : The Hong Kong Offer Shares in Pool B will be allocated on an equitable basis to applicants
who have applied for Hong Kong Offer Shares with an aggregate subscription price of more than
HK$5 million (excluding the brokerage, SFC transaction levy, the Stock Exchange trading fee and the
AFRC transaction levy payable) and up to the total value of pool B.
For the purpose of this sub-section only, the “subscription price” for Hong Kong Offer Shares means the
price payable on application (without regard to the Offer Price).
Applicants should be aware that applications in Pool A and applications in Pool B may receive different
allocation ratios. If Hong Kong Offer Shares in one (but not both) of the two pools are undersubscribed, the
surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy demand in that other pool and be
allocated accordingly.
Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool A or Pool B, but not
from both pools. Multiple or suspected multiple applications and any application for more than 1,327,000
Hong Kong Offer Shares will be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International Offering may, in
certain circumstances, be reallocated as between these offerings at the discretion of the Overall Coordinators.
Subject to the foregoing paragraph, the Overall Coordinators may at their discretion reallocate Offer Shares from
the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong
Public Offering. In addition, if the Hong Kong Public Offering is not fully subscribed, the Overall Coordinators
will have the discretion (but shall not be under any obligation) to reallocate to the International Offering all or
any unsubscribed Hong Kong Offer Shares in such amounts as they deem appropriate.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will be allocated
between Pool A and Pool B and the number of Offer Shares allocated to the International Offering will be
correspondingly reduced in such manner as the Overall Coordinators deem appropriate. In the event of
reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering in the
circumstances where (a) the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong
Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, or (b) the International
Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times, then up to 1,327,000 Offer Shares may be reallocated from the International
Offering to the Hong Kong Public Offering, so that the total number of Offer Shares available for subscription
under the Hong Kong Public Offering will increase up to 3,981,000 Offer Shares, representing approximately
15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-
allotment Option) in accordance with Chapter 4.14 of the Guide for New Listing Applicants.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the International
Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide for New Listing
Applicants and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory
clawback or reallocation mechanism is required to increase the number of Offer Shares under the Hong Kong
Public Offering to a certain percentage of the total number of Offer Shares offered under the Global Offering.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an undertaking and
confirmation in the application submitted by him/her/it that he/she/it and any person(s) for whose benefit he/she/
it is making the application has not applied for or taken up, or indicated an interest for, and will not apply for or
take up, or indicate an interest for, any International Offer Shares under the International Offering. Such
applicant’s application under the International Offering is liable to be rejected if such undertaking and/or
confirmation is/are breached and/or untrue (as the case may be).
– 300 –


--- page 310 ---
STRUCTURE OF THE GLOBAL OFFERING
Applicants under the Hong Kong Public Offering are required to pay, on application (subject to application
channels), the Offer Price of HK$22.68 per Offer Share in addition to the brokerage, SFC transaction levy,
AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share, amounting to a total of
HK$4,581.75 for one board lot of 200 Offer Shares. Please refer to the section headed “How to Apply for Hong
Kong Offer Shares” in this prospectus for further details.
THE INTERNATIONAL OFFERING
Number of Offer Shares initially offered
Subject to the reallocation as described above, the number of Offer Shares to be initially offered under the
International Offering will be 23,886,000 Offer Shares (subject to reallocation and the Over-allotment Option),
representing 90% of the total number of Offer Shares initially available under the Global Offering.
Subject to the reallocation of the Offer Shares between the International Offering and the Hong Kong Public
Offering, the number of Offer Shares initially offered under the International Offering will represent
approximately 11.57% of our Company’s enlarged issued share capital immediately after completion of the
Global Offering, assuming that the Over-allotment Option is not exercised.
Allocation
Pursuant to the International Offering, the International Underwriters will conditionally place the
International Offer Shares with institutional and professional investors and other investors and expected to have a
sizeable demand for the International Offer Shares in Hong Kong and other jurisdictions outside the United
States in offshore transactions in reliance on Regulation S. The International Offering is subject to the Hong
Kong Public Offering being unconditional.
Allocation of Offer Shares pursuant to the International Offering will be effected in accordance with the
“book-building” process described in the paragraph headed “—Pricing and Allocation” in this section and based
on a number of factors, including the level and timing of demand, total size of the relevant investor’s invested
assets or equity assets in the relevant sector and whether or not it is expected that the relevant investor is likely to
buy further, and/or hold or sell, the Offer Shares, after the Listing. Such allocation is intended to result in a
distribution of the Offer Shares on a basis which would lead to the establishment of a solid Shareholder base to
the benefit of our Company and our Shareholders as a whole.
The Overall Coordinators (for themselves and on behalf of the Underwriters) and the Joint Sponsors may
require any investor who has been offered Offer Shares under the International Offering and who has made an
application under the Hong Kong Public Offering, to provide sufficient information to the Overall Coordinators and
the Joint Sponsors so as to allow them to identify the relevant applications under the Hong Kong Public Offering
and to ensure that they are excluded from any application of Offer Shares under the International Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International Offering may change as a
result of the reallocation arrangement described in the paragraph headed “—The Hong Kong Public
Offering—Reallocation” in this section, the exercise of the Over-allotment Option in whole or in part described
in the paragraph headed “—Over-allotment Option” in this section, and any reallocation of unsubscribed Offer
Shares originally included in the Hong Kong Public Offering and/or any Offer Shares from the International
Offering to the Hong Kong Public Offering at the discretion of the Overall Coordinators.
Over-allotment Option
In connection with the Global Offering, it is expected that our Company will grant the Over-allotment
Option to the International Underwriters, which will be exercisable by the Overall Coordinators (for themselves
and on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters have the right, exercisable by the
Overall Coordinators (on behalf of the International Underwriters) at any time from the Listing Date to the
– 301 –


--- page 311 ---
STRUCTURE OF THE GLOBAL OFFERING
30th day after the last day for lodging applications under the Hong Kong Public Offering, to require our
Company to issue and allot up to 3,981,000 Offer Shares, representing approximately 15.0% of the maximum
number of Offer Shares initially available under the Global Offering, at the Offer Price under the International
Offering, to cover over-allocations in the International Offering, if any.
If the Over-allotment Option is exercised in full, the additional International Offer Shares to be issued
pursuant thereto will represent approximately 1.89% of our Company’s enlarged issued share capital
immediately following the completion of the Global Offering and the exercise of the Over-allotment Option. In
the event that the Over-allotment Option is exercised, an announcement will be made.
STABILIZATION ACTION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution of securities.
To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market, during a
specified period of time, to curb and, if possible, prevent any decline in the market price of the securities
below the Offer Price. It may be effected in jurisdictions where it is permissible to do so and subject to all
applicable laws and regulatory requirements. In Hong Kong and certain other jurisdictions, activity aimed at
reducing the market price is prohibited. The price at which stabilization is effected is not permitted to exceed
the Offer Price.
In connection with the Global Offering, the Stabilizing Manager, its affiliates or any person acting for it, on
behalf of the Underwriters, may to the extent permitted by applicable laws of Hong Kong or elsewhere, over-
allocate or effect short sales or any other stabilizing transactions with a view to stabilizing or maintaining the
market price of the Offer Shares at a level higher than that which might otherwise prevail in the open market for
a limited period after the last day of the lodging of applications under the Hong Kong Public Offering. Any
market purchases of the Shares will be effected on any stock exchange, including the Stock Exchange, any
over-the-counter market or otherwise, provided that they are made in compliance with all applicable laws, rules
and regulatory requirements. However, there is no obligation on the Stabilizing Manager or any person acting for
it to conduct any such stabilizing action. Such stabilizing activity, if commenced, will be done at the absolute
discretion of the Stabilizing Manager and may be discontinued at any time.
Any such stabilizing activity is required to be brought to an end within 30 days of the last day for the
lodging of applications under the Hong Kong Public Offering. The number of Offer Shares that may be
over-allocated will not exceed the number of Offer Shares that may be sold under the Over-allotment
Option, namely, 3,981,000 Offer Shares, which is approximately 15.0% of the number of Offer Shares
initially available under the Global Offering, and cover such over-allocations by exercising the Over-
allotment Option or by making purchases in the secondary market at prices that do not exceed the Offer
Price or a combination of these means.
In Hong Kong, stabilizing activities must be carried out in accordance with the Securities and Futures (Price
Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities and Futures (Price Stabilizing) Rules
(Chapter 571W of the Laws of Hong Kong) under the SFO include:
(a) over-allocation for the purpose of preventing or minimizing any reduction in the market price of our
Shares;
(b) selling or agreeing to sell the Shares so as to establish a short position in them for the purpose of
preventing or minimizing any reduction in the market price of the Shares;
– 302 –


--- page 312 ---
STRUCTURE OF THE GLOBAL OFFERING
(c) purchasing or subscribing for, or agreeing to purchase or subscribe for, our Shares pursuant to the
Over-allotment Option in order to close out any position established under (a) or (b) above;
(d) purchasing, or agreeing to purchase, any of the Shares for the sole purpose of preventing or minimizing
any reduction in the market price of the Shares;
(e) selling or agreeing to sell any of our Shares in order to liquidate any position held as a result of those
purchases; and
(f) offering or attempting to do anything as described in (b), (c), (d) or (e) above.
Stabilizing actions by the Stabilizing Manager, or any person acting for it, will be entered into in accordance
with the laws, rules and regulations in place in Hong Kong on stabilization.
Prospective applicants for and investors in the Offer Shares should note that:
(a) the Stabilizing Manager or any person acting for it may, in connection with the stabilizing action,
maintain a long position in the Offer Shares;
(b) there is no certainty as to the extent to which and the time or period for which the Stabilizing Manager
or any person acting for it will maintain such a long position;
(c) liquidation of any such long position by the Stabilizing Manager or any person acting for it and selling
in the open market, may have an adverse impact on the market price of our Shares;
(d) no stabilizing action can be taken to support the price of our Shares for longer than the stabilization
period, which will begin on the Listing Date, and is expected to expire on the 30th day after the last
date for lodging applications under the Hong Kong Public Offering. After this date, when no further
stabilizing action may be taken, demand for our Shares, and therefore the price of our Shares, could
fall;
(e) the price of our Shares cannot be assured to stay at or above the Offer Price by the taking of any
stabilizing action; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may be made at any price
at or below the Offer Price and can, therefore, be done at a price below the price paid by applicants for,
or investors in, the Offer Shares.
As a result of effecting transactions to stabilize or maintain the market price of the Shares, the Stabilizing
Manager, or any person acting for it, may maintain a long position in the Shares. The size of the long position,
and the period for which the Stabilizing Manager, or any person acting for it, will maintain the long position is at
the discretion of the Stabilizing Manager and is uncertain. In the event that the Stabilizing Manager liquidates
this long position by making sales in the open market, this may lead to a decline in the market price of the
Shares.
Stabilizing action by the Stabilizing Manager, or any person acting for it, is not permitted to support the
price of the Shares for longer than the stabilizing period, which begins on the day on which trading of the Shares
commences on the Stock Exchange and ends on the 30th day after the last day for the lodging of applications
under the Hong Kong Public Offering. The stabilizing period is expected to end on Saturday, January 17, 2026.
As a result, demand for the Shares and their market price, may fall after the end of the stabilizing period. These
activities by the Stabilizing Manager may stabilize, maintain or otherwise affect the market price of the Shares. A
public announcement in compliance with the Securities and Futures (Price Stabilizing) Rules will be made within
seven days of the expiration of the stabilizing period.
STOCK BORROWING AGREEMENT
In order to facilitate the settlement of over-allocations, if any, in connection with the Global Offering, the
Stabilizing Manager, its affiliates, or any person acting for it may choose to borrow up to 3,981,000 Shares
– 303 –


--- page 313 ---
STRUCTURE OF THE GLOBAL OFFERING
(being the maximum number of Shares which may be issued upon exercise of the Over-allotment Option) from
QingSongChou Holdings Corporation pursuant to a Stock Borrowing Agreement, or acquire Shares from other
sources, including the exercising of the Over-allotment Option. The Stock Borrowing Agreement is expected to
be entered into between the Stabilizing Manager and QingSongChou Holdings Corporation on or around
December 19, 2025. Such stock borrowing arrangement under the Stock Borrowing Agreement, if entered into,
will not be subject to the restrictions of Rule 10.07(1)(a) of the Listing Rules provided that the requirements set
out in Rule 10.07(3) of the Listing Rules are complied with.
Such stock borrowing arrangement must be for the sole purpose of covering any short position prior to the
exercise of the Over-allotment Option. The same number of Shares as that borrowed must be returned to
QingSongChou Holdings Corporation or its respective nominees on or before the third Business Day following
the earlier of (i) the last day on which the Over-allotment Option may be exercised, and (ii) the day on which the
Over-allotment Option is exercised in full.
The stock borrowing arrangement under the Stock Borrowing Agreement will be effected in compliance
with all applicable laws, listing rules and regulatory requirements.
No payment will be made to QingSongChou Holdings Corporation by the Stabilizing Manager or its
authorized agents in relation to such stock borrowing arrangement.
PRICING AND ALLOCATION
The International Underwriters will be soliciting from prospective investors’ indications of interest in
acquiring Offer Shares in the International Offering. Prospective professional and institutional investors will be
required to specify the number of Offer Shares under the International Offering they would be prepared to
acquire either at different prices or at a particular price. This process, known as “book-building”, is expected to
continue up to, and to cease on or around, the last day for lodging applications under the Hong Kong Public
Offering.
The Offer Price will be HK$22.68 per Offer Share, unless otherwise announced, as further explained below.
Applicants under the Hong Kong Public Offering are required to pay, on application, the Offer Price of
HK$22.68 per Offer Share for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy
of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where they deem
appropriate, based on the level of interest expressed by prospective investors during the book-building process in
respect of the International Offering, and with the consent of our Company, reduce the number of Offer Shares
offered and/or the Offer Price below that stated in this prospectus at any time on or prior to the morning of the
last day for lodging applications under the Hong Kong Public Offering. In such a case, our Company will, as
soon as practicable following the decision to make such reduction, and in any event not later than the morning of
the last day for lodging applications under the Hong Kong Public Offering, cause to be published on the websites
of our Company at https://www.qingsonghealth.com and the Stock Exchange at www.hkexnews.hk, respectively,
an announcement, cancel the Global Offering and relaunch the Global Offering at the revised number of Offer
Shares and/or the revised Offer Price and the requirements under Rule 11.13 of the Listing Rules (which include
the issue of a supplemental prospectus or a new prospectus (as appropriate)). Upon issue of such announcement
or supplemental prospectus (as appropriate), the number of Offer Shares offered in the Global Offering and/or
the revised Offer Price will be final and conclusive, and the Offer Price, if agreed upon by the Overall
Coordinators (for themselves and on behalf of the Underwriters) and the Company, will be fixed with reference
to such revised Offer Price. The Global Offering must first be cancelled and subsequently relaunched on FINI
pursuant to the supplemental prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to the
possibility that any announcement of a reduction in the number of Offer Shares and/or the Offer Price may not be
made until the last day for lodging applications under the Hong Kong Public Offering. In the absence of any such
announcement so published, the number of Offer Shares will not be reduced.
In the event of a reduction in the number of Offer Shares, the Overall Coordinators (for themselves and on
behalf of the Underwriters) may, at their discretion, reallocate the number of Offer Shares to be offered in the
– 304 –


--- page 314 ---
STRUCTURE OF THE GLOBAL OFFERING
Hong Kong Public Offering and the International Offering. The Offer Shares to be offered in the Hong Kong
Public Offering and the Offer Shares to be offered in the International Offering may, in certain circumstances, be
reallocated between these offerings at the discretion of the Overall Coordinators (for themselves and on behalf of
the Underwriters).
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of
the Hong Kong Underwriting Agreement.
We expect to enter into the International Underwriting Agreement relating to the International Offering on
or around December 19, 2025.
These underwriting arrangements, and the Hong Kong Underwriting Agreement and the International
Underwriting Agreement, are summarized in the section headed “Underwriting” in this prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares pursuant to the Global Offering will be conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in, the Shares in issue and
to be issued pursuant to the Global Offering (including the additional Offer Shares which may be issued
pursuant to the exercise of the Over-allotment Option), and such listing and permission not subsequently
having been revoked prior to the commencement of dealings in the Shares on the Stock Exchange;
(b) the execution and delivery of the International Underwriting Agreement on or about December 19, 2025;
and
(c) the obligations of the Underwriters under the respective Underwriting Agreements becoming and remaining
unconditional (including, if relevant, as a result of the waiver of any conditions by the Overall Coordinators,
for themselves and on behalf of the Underwriters) and not having been terminated in accordance with the
terms of the respective agreements in each case on or before the dates and times as specified in the
Underwriting Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times) and in any event no later than Wednesday, January 14, 2026 (i.e., the 30th day after the
date of this prospectus).
The completion of each of the Hong Kong Public Offering and the International Offering is conditional
upon, among other things, the other offering becoming unconditional and not having been terminated in
accordance with their respective terms.
If the above conditions are not fulfilled or waived prior to the times and dates specified, the Global Offering
will lapse and the Stock Exchange will be notified immediately. Notice of the lapse of the Hong Kong Public
Offering will be published by our Company and on the websites of Stock Exchange at www.hkexnews.hk and
our Company at https://www.qingsonghealth.com on the next Business Day following such lapse. In such
eventuality, all application monies will be returned, without interest, on the terms set out in the section headed
“How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of Share Certificates and Refund of
Application Monies”. In the meantime, all application monies will be held in separate bank account(s) with the
receiving bankers or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the
Laws of Hong Kong) (as amended).
The consummation of each of the Hong Kong Public Offering and the International Offering is conditional
upon, amongst other things, the other becoming unconditional and not having been terminated in accordance with
its terms.
Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on the Listing
Date provided that (i) the Global Offering has become unconditional in all respects, and (ii) the right of
termination as described in the section headed “Underwriting—Underwriting Arrangements and
Expenses—Hong Kong Public Offering—Grounds for Termination” has not been exercised. Investors who trade
the Shares prior to the receipt of Share certificates or prior to the Share certificates bearing valid evidence of title
do so entirely at their own risk.
– 305 –


--- page 315 ---
STRUCTURE OF THE GLOBAL OFFERING
Application for Listing on the Stock Exchange
We have applied to the Listing Committee for the granting of the listing of, and permission to deal in, the
Shares in issue and to be issued pursuant to the Global Offering (including any Shares which may be issued
pursuant to the exercise of the Over-allotment Option) on the Main Board of the Stock Exchange.
SHARES WILL BE ELIGIBLE FOR CCASS
All necessary arrangements have been made enabling the Shares to be admitted into CCASS, established
and operated by HKSCC.
If the Stock Exchange grants the listing of, and permission to deal in, the Shares and our Company complies
with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC
for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the
Shares on the Stock Exchange or any other date HKSCC chooses. Settlement of transactions between participants
of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational
Procedures in effect from time to time.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong
on Tuesday, December 23, 2025, it is expected that dealings in the Shares on the Stock Exchange will commence
at 9:00 a.m. on Tuesday, December 23, 2025.
The Shares will be traded in board lots of 200 Shares each and the stock code of the Shares will be 2661.
– 306 –


--- page 316 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering and
below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under
the “HKEXnews > New Listings > New Listing Information” section, and our website at
https://www.qingsonghealth.com.
The contents of this prospectus are identical to the prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for:
• are 18 years of age or older;
• are outside the United States; and
• have a Hong Kong address ( for the White Form eIPO service only).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock Exchange to
us, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying
for:
• are an existing Shareholder or his/her/its close associates; or
• are a Director or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, December 15, 2025 and
end at 12:00 noon on Thursday, December 18, 2025 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
White Form eIPO www.eipo.com.hk Applicants who would
like to receive a physical
Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and issued
in your own name.
From 9:00 a.m. on
Monday, December 15,
2025 to 11:30 a.m. on
Thursday, December 18,
2025, Hong Kong time.
The latest time for
completing full payment
of application monies
will be 12:00 noon on
Thursday, December 18,
2025, Hong Kong time.
– 307 –


--- page 317 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
Application Channel Platform Target Investors Application Time
HKSCC EIPO channel Your broker or
custodian who is a
HKSCC Participant will
submit electronic
application
instruction(s) on your
behalf through HKSCC’s
FINI system in
accordance with your
instruction
Applicants who would
not like to receive a
physical Share
certificate. Hong Kong
Offer Shares
successfully applied for
will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
may vary by broker or
custodian.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations
and potential service interruptions and you are advised not to wait until the last day of the application period to
apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment in respect of any
application instructions given by you or for your benefit through the White Form eIPO service to make an
application for Hong Kong Offer Shares, an actual application shall be deemed to have been made. If you are a
person for whose benefit the electronic application instructions are given, you shall be deemed to have
declared that only one set of electronic application instructions has been given for your benefit. If you are an
agent for another person, you shall be deemed to have declared that you have only given one set of electronic
application instructions for the benefit of the person for whom you are an agent and that you are duly
authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO service more
than once and obtaining different application reference numbers without effecting full payment in respect of a
particular reference number will not constitute an actual application.
If you apply through the White Form eIPO service, you are deemed to have authorized the White Form
eIPO Service Provider to apply on the terms and conditions in this prospectus, as supplemented and amended by
the terms and conditions of the White Form eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO Channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed
to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant
HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and to do on your behalf all the things
stated in this prospectus and any supplement to it.
For those applying through the HKSCC EIPO channel, an actual application will be deemed to have been
made for any application instructions given by you or for your benefit to HKSCC (in which case an application
will be made by HKSCC Nominees on your behalf) provided such application instruction has not been
withdrawn or otherwise invalidated before the closing time of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC Nominees
shall be liable to you or any other person in respect of any actions taken by HKSCC or HKSCC Nominees on
your behalf to apply for Hong Kong Offer Shares or for any breach of the terms and conditions of this
prospectus.
– 308 –


--- page 318 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
3. Information Required to Apply
You must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
• Full name(s) 2 as shown on your identity document
• Identity document’s issuing country or jurisdiction
• Identity document type, with order of priority:
i. HKID card; or
ii. National identification document; or
iii. Passport; and
• Identity document number
• Full name(s) 2 as shown on your identity
document
• Identity document’s issuing country or
jurisdiction
• Identity document type, with order of priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
• Identity document number
Notes:
(1) If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. You are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In particular,
where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The
number of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual
members’ names.
(2) The applicant’s full name as shown on their identity document must be used and the surname, given name,
middle and other names (if any) must be input in the same order as shown on the identity document. If an
applicant’s identity document contains both an English and Chinese name, both English and Chinese names
must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the
applicant’s identity document type must be strictly followed and where an individual applicant has a valid
HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number
must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate
applicants, a LEI number must be used if an entity has a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
(4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each
joint beneficial owner. If you do not include this information, the application will be treated as being made
for your benefit.
(6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control” means you:
• control the composition of the board of directors of the company;
– 309 –


--- page 319 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
• control more than half of the voting power of the company; or
• hold more than half of the issued share capital of the company (not counting any part of it which carries
no right to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through the HKSCC EIPO channel, and making an application under a power of
attorney, we and the Overall Coordinators, as our agent, have discretion to consider whether to accept it on any
conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size : 200 Shares
Permitted number of Hong Kong Offer
Shares for application and amount payable on
application/successful allotment
: Hong Kong Offer Shares are available for
application in specified board lot sizes only. Please
refer to the amount payable associated with each
specified board lot size in the table below.
The Offer Price is HK$22.68 per Offer Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you
to pre-fund your application in such amount as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. You
are responsible for complying with any such pre-
funding requirement imposed by your broker or
custodian with respect to the Hong Kong Offer
Shares you applied for.
By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO channel, you (and, if you are
joint applicants, each of you jointly and severally)
are deemed to have instructed and authorized
HKSCC to cause HKSCC Nominees (acting as
nominee for the relevant HKSCC Participants) to
arrange payment of the Offer Price, brokerage, SFC
transaction levy, the Stock Exchange trading fee and
the AFRC transaction levy by debiting the relevant
nominee bank account at the Designated Bank for
your broker or custodian.
If you are applying through the White Form eIPO
service, you may refer to the table below for the
amount payable for the number of Shares you have
selected. You must pay the respective maximum
amount payable on application in full upon
application for Hong Kong Offer Shares.
– 310 –


--- page 320 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
No. of Hong
Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of Hong
Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of Hong
Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of Hong
Kong
Offer Shares
applied for
Amount payable(2)
on application
HK$ HK$ HK$ HK$
200 4,581.75 3,000 68,726.18 40,000 916,349.11 500,000 11,454,363.90
400 9,163.48 4,000 91,634.92 50,000 1,145,436.39 550,000 12,599,800.29
600 13,745.24 5,000 114,543.64 100,000 2,290,872.78 600,000 13,745,236.68
800 18,326.99 6,000 137,452.36 150,000 3,436,309.16 700,000 16,036,109.45
1,000 22,908.72 7,000 160,361.10 200,000 4,581,745.55 800,000 18,326,982.25
1,200 27,490.47 8,000 183,269.82 250,000 5,727,181.96 900,000 20,617,855.02
1,400 32,072.22 9,000 206,178.55 300,000 6,872,618.35 1,000,000 22,908,727.80
1,600 36,653.96 10,000 229,087.27 350,000 8,018,054.74 1,100,000 25,199,600.58
1,800 41,235.71 20,000 458,174.56 400,000 9,163,491.12 1,200,000 27,490,473.35
2,000 45,817.45 30,000 687,261.83 450,000 10,308,927.51 1,327,000
(1) 30,399,881.78
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your
application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC transaction
levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy,
collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange on
behalf of the AFRC).
5. Multiple Applications Prohibited
You or your joint applicant(s) shall not make more than one application for your own benefit, except where
you are a nominee and provide the information of the underlying investor in your application as required under
the paragraph headed “—A. Applications for Hong Kong Offer Shares—3. Information Required to Apply” in
this section. If you are suspected of submitting or cause to submit more than one application, all of your
applications will be rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC EIPO channel, or
(iii) both channels concurrently are prohibited and will be rejected. If you have made an application through the
White Form eIPO service or HKSCC EIPO channel, you or the person(s) for whose benefit you have made the
application shall not apply further for any Offer Shares in the Global Offering.
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC EIPO
channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf):
(a) undertake to execute all relevant documents and instruct and authorize us and/or the Overall
Coordinators, as our agent, to execute any documents for you and to do on your behalf all things
necessary to register any Hong Kong Offer Shares allocated to you in your name or in the name of
HKSCC Nominees as required by the Articles of Association, and (if you are applying through the
HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for the
credit of your designated HKSCC Participant’s stock account on your behalf;
(b) confirm that you have read and understand the terms and conditions and application procedures set out in
this prospectus and the designated website of the White Form eIPO service (or as the case may be, the
agreement you entered into with your broker or custodian), and agree to be bound by them;
(c) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, undertakings and
warranties under the participant agreement between your broker or custodian and HKSCC and observe
the General Rules of HKSCC and the HKSCC Operational Procedures for giving application instructions
to apply for Hong Kong Offer Shares;
(d) confirm that you are aware of the restrictions on offers and sales of shares set out in this prospectus and
they do not apply to you, or the person(s) for whose benefit you have made the application;
– 311 –


--- page 321 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
(e) confirm that you have read this prospectus and any supplement to it and have relied only on the
information and representations contained therein in making your application (or as the case may be,
causing your application to be made) and will not rely on any other information or representations;
(f) agree that the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market Intermediaries, any of their
or our Company’s respective directors, officers, employees, partners, agents, advisers and any other
parties involved in the Global Offering (the “ Relevant Persons ”), the Hong Kong Share Registrar and
HKSCC will not be liable for any information and representations not in this prospectus and any
supplement to it;
(g) agree to disclose the details of your application and your personal data and any other personal data which
may be required about you and the person(s) for whose benefit you have made the application to us, the
Relevant Persons, the Hong Kong Share Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the
SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or
regulations, for the purposes under the paragraph headed “—G. Personal Data—3. Purposes and 4.
Transfer of personal data” in this section;
(h) agree (without prejudice to any other rights which you may have once your application (or as the case
may be, HKSCC Nominees’ application) has been accepted) that you will not rescind it because of an
innocent misrepresentation;
(i) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any application made by you or HKSCC Nominees on your behalf cannot be revoked once it
is accepted, which will be evidenced by the notification of the result of the ballot by the Hong Kong
Share Registrar by way of publication of the results at the time and in the manner as specified in the
paragraph headed “—B. Publication of Results” in this section;
(j) confirm that you are aware of the situations specified in the paragraph headed “—C. Circumstances In
Which You Will Not Be Allocated Hong Kong Offer Shares” in this section;
(k) agree that your application or HKSCC Nominees’ application, any acceptance of it and the resulting
contract will be governed by and construed in accordance with the laws of Hong Kong;
(l) agree to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Articles of Association and laws of any place outside Hong Kong that apply to
your application and that neither we nor the Relevant Persons will breach any law inside and/or outside
Hong Kong as a result of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this prospectus;
(m) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not financed
directly or indirectly by our Company, any of the directors, chief executives, substantial Shareholder(s) or
existing shareholder(s) of our Company or any of its subsidiaries or any of their respective close
associates; and (b) you are not accustomed or will not be accustomed to taking instructions from our
Company, any of the directors, chief executives, substantial shareholders) or existing shareholders) of our
Company or any of its subsidiaries or any of their respective close associates in relation to the acquisition,
disposal, voting or other disposition of the Shares registered in your name or otherwise held by you;
(n) warrant that the information you have provided is true and accurate;
(o) confirm that you understand that we and the Overall Coordinators will rely on your declarations and
representations in deciding whether or not to allocate any Hong Kong Offer Shares to you and that you
may be prosecuted for making a false declaration;
(p) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you under the
application;
(q) declare and represent that this is the only application made and the only application intended by you to be
made to benefit you or the person for whose benefit you are applying;
– 312 –


--- page 322 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
(r) (if the application is made for your own benefit) warrant that no other application has been or will be
made for your benefit by giving electronic application instructions to HKSCC directly or indirectly or
through the application channel of the White Form eIPO Service Provider or by any one as your agent or
by any other person; and
(s) (if you are making the application as an agent for the benefit of another person) warrant that (1) no other
application has been or will be made by you as agent for or for the benefit of that person or by that person
or by any other person as agent for that person by giving electronic application instructions to HKSCC
and the White Form eIPO Service Provider and (2) you have due authority to give electronic application
instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
You can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the White Form eIPO service or HKSCC EIPO channel:
Website The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment) with a
“search by ID” function.
24 hours, no later than 11:00 p.m. on Monday,
December 22, 2025 to 12:00 midnight on
Sunday, December 28, 2025 (Hong Kong time)
The full list of (i) wholly or partially successful
applicants using the White Form eIPO service
and HKSCC EIPO channel, and (ii) the number
of Hong Kong Offer Shares conditionally
allotted to them, among other things, will be
displayed on the “Allotment Results” page of
the White Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment).
The Stock Exchange’s website at
www.hkexnews.hk and our website at
https://www.qingsonghealth.com which will
provide links to the above-mentioned websites of
the Hong Kong Share Registrar.
No later than 11:00 p.m. on Monday,
December 22, 2025 (Hong Kong time)
Telephone +852 2862 8555 — the allocation results
telephone enquiry line provided by the Hong
Kong Share Registrar
between 9:00 a.m. and 6:00 p.m., on Tuesday,
December 23, 2025, Wednesday, December 24,
2025, Monday, December 29, 2025 and Tuesday,
December 30, 2025 (Hong Kong time) on a
Business Day
For those applying through the HKSCC EIPO channel, you may also check with your broker or custodian
from 6:00 p.m. on Friday, December 19, 2025 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Friday, December 19,
2025 (Hong Kong time) on a 24-hour basis and should report any discrepancies on allotments to HKSCC as soon as
practicable.
Allocation Announcement
We expect to announce the level of indications of interest in the International Offering, the level of applications in
the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s
website at www.hkexnews.hkand our website at https://www.qingsonghealth.comby no later than 11:00 p.m. on
Monday, December 22, 2025 (Hong Kong time).
– 313 –


--- page 323 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER
SHARES
You should note the following situations in which Hong Kong Offer Shares will not be allocated to you or
the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Your application or the application made by HKSCC Nominees on your behalf may be revoked pursuant to
Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the Hong Kong Share Registrar and their respective agents and nominees
have full discretion to reject or accept any application, or to accept only part of any application, without giving
any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant permission to
list the Shares either:
• within three weeks from the closing date of the application lists; or
• within a longer period of up to six weeks if the Stock Exchange notifies us of that longer period within
three weeks of the closing date of the application lists.
4. If:
• you make multiple applications or suspected multiple applications. You may refer to the paragraph
headed “—A. Applications for Hong Kong Offer Shares—5. Multiple Applications Prohibited” in this
section on what constitutes multiple applications;
• your application instruction is incomplete;
• your payment (or confirmation of funds, as the case may be) is not made correctly;
• the Underwriting Agreements do not become unconditional or are terminated; or
• we or the Overall Coordinators believe that by accepting your application, we or they would violate
applicable securities or other laws, rules or regulations.
5. If there is a money settlement failure for allotted Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will be
required to hold sufficient application funds on deposit with their Designated Bank before balloting. After
balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds required to settle
each HKSCC Participant’s actual Hong Kong Offer Share allotment from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement failure by a HKSCC
Participant (or its Designated Bank), who is acting on your behalf in settling payment for your allotted shares,
HKSCC will contact the defaulting HKSCC Participant and its Designated Bank to determine the cause of failure
and request such defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong Offer
Shares will be reallocated to the International Offering. Hong Kong Offer Shares applied for by you through the
broker or custodian may be affected to the extent of the settlement failure. In the extreme case, you will not be
allocated any Hong Kong Offer Shares due to the money settlement failure by such HKSCC Participant. None of
us, the Relevant Persons, the Hong Kong Share Registrar and HKSCC is or will be liable if Hong Kong Offer
Shares are not allocated to you due to the money settlement failure.
– 314 –


--- page 324 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
D. DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND OF APPLICATION
MONIES
You will receive one Share certificate for all Hong Kong Offer Shares allotted to you under the Hong Kong
Public Offering (except pursuant to applications made through the HKSCC EIPO channel where the Share
certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums
paid on application.
Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, December 23, 2025
(Hong Kong time), provided that the Global Offering has become unconditional and the right of termination
described in the section headed “Underwriting” has not been exercised. Investors who trade Shares prior to the
receipt of Share certificates or the Share certificates becoming valid do so entirely at their own risk.
The right is reserved to retain any Share certificate(s) and (if applicable) any surplus application monies
pending clearance of application monies.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of Share certificate 1
For physical share certificates of
1,000,000 or more Offer Shares
issued under your own name
Collection in person at the Hong
Kong Share Registrar,
Computershare Hong Kong Investor
Services Limited, at Shops 1712-
1716, 17th Floor, Hopewell Centre,
183 Queen’s Road East, Wan Chai,
Hong Kong
Time: from 9:00 a.m. to 1:00 p.m.
on Tuesday, December 23, 2025
(Hong Kong time)
If you are an individual, you must
not authorize any other person to
collect for you. If you are a
corporate applicant, your
authorized representative must
bear a letter of authorization from
your corporation stamped with
your corporation’s chop.
Both individuals and authorized
representatives must produce, at
the time of collection, evidence of
identity acceptable to the Hong
Kong Share Registrar.
Note: If you do not collect your
Share certificate(s) personally
within the time above, it/they will
be sent to the address specified in
your application instructions by
ordinary post at your own risk.
Share certificate(s) will be issued in
the name of HKSCC Nominees,
deposited into CCASS and credited
to your designated HKSCC
Participant’s stock account.
No action by you is required.
1 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
an “extreme conditions” announcement being in force in Hong Kong in the morning on Monday,
December 22, 2025, rendering it impossible for the relevant Share certificates to be dispatched to HKSCC in a
timely manner, in which case our Company shall procure the Hong Kong Share Registrar to arrange for
delivery of the supporting documents and Share certificates in accordance with the contingency arrangements
as agreed between them. You may refer to “E. Bad Weather Arrangements” in this section.
– 315 –


--- page 325 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
White Form eIPO service HKSCC EIPO channel
For physical share certificates of
less than 1,000,000 Offer Shares
issued under your own name
Your Share certificate(s) will be
sent to the address specified in
your application instructions by
ordinary post at your own risk
Date: Monday, December 22,
2025.
Refund mechanism for surplus application monies paid by you
Date Tuesday, December 23, 2025 Subject to the arrangement
between you and your broker or
custodian
Responsible party Hong Kong Share Registrar Your broker or custodian
Application monies paid through
single bank account
White Form e-Refund payment
instructions to your designated
bank account
Your broker or custodian will
arrange refund to your designated
bank account subject to the
arrangement between you and it
Application monies paid through
multiple bank accounts
Refund check(s) will be
despatched to the address as
specified in your application
instructions by ordinary post at
your own risk
E. BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, December 18, 2025 if, there is/are:
• a tropical cyclone warning signal number 8 or above;
• a black rainstorm warning; and/or
• Extreme Conditions,
(collectively, “Bad Weather Signals”), in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on
Thursday, December 18, 2025.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next Business
Day which does not have Severe Weather Signals in force at any time between 9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the application lists
may result in a delay in the listing date. Should there be any changes to the dates mentioned in the section headed
“Expected Timetable” in this prospectus, an announcement will be made and published on the Stock Exchange’s
website at www.hkexnews.hk and our website at https://www.qingsonghealth.com of the revised timetable.
If a Bad Weather Signal is hoisted on Monday, December 22, 2025, the Hong Kong Share Registrar will
make appropriate arrangements for the delivery of the Share certificates to the CCASS Depository’s service
counter so that they would be available for trading on Tuesday, December 23, 2025.
If a Bad Weather Signal is hoisted on Monday, December 22, 2025, for physical share certificates of less
than 1,000,000 Offer Shares issued under your own name, the despatch of physical Share certificate(s) will be
made by ordinary post when the post office re-opens after the Bad Weather Signal is lowered or canceled (e.g. in
the afternoon of Monday, December 22, 2025 or on Tuesday, December 23, 2025).
– 316 –


--- page 326 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
If a Bad Weather Signal is hoisted on Tuesday, December 23, 2025, for physical share certificates of
1,000,000 or more Offer Shares issued under your own name, physical Share certificate(s) will be available for
collection in person at the Hong Kong Share Registrar’s office after the Bad Weather Signal is lowered or
canceled (e.g. in the afternoon of Tuesday, December 23, 2025 or on Wednesday, December 24, 2025).
Prospective investors should be aware that if they choose to receive physical Share certificates issued
in their own name, there may be a delay in receiving the Share certificates.
F. ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the Stock Exchange and
we comply with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities
by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of
dealings in the Shares or any other date HKSCC chooses. Settlement of transactions between Exchange
Participants is required to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational
Procedures in effect from time to time.
All necessary arrangements have been made enabling the Shares to be admitted into CCASS.
You should seek the advice of your broker or other professional advisor for details of the settlement
arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data collected and held by
our Company, the Hong Kong Share Registrar, the receiving bank and the Relevant Persons about you in the
same way as it applies to personal data about applicants other than HKSCC Nominees. This personal data may
include client identifier(s) and your identification information. By giving application instructions to HKSCC, you
acknowledge that you have read, understood and agree to all of the terms of the Personal Information Collection
Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong Kong
Offer Shares, of the policies and practices of our Company and the Hong Kong Share Registrar in relation to
personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that personal
data supplied to our Company or its agents and the Hong Kong Share Registrar is accurate and up-to-date
when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their names
or in procuring the services of the Hong Kong Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your application for Hong
Kong Offer Shares being rejected, or in the delay or the inability of our Company or the Hong Kong Share
Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or
transfers of Hong Kong Offer Shares which you have successfully applied for and/or the despatch of Share
certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform our Company and the
Hong Kong Share Registrar immediately of any inaccuracies in the personal data supplied.
– 317 –


--- page 327 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
3. Purposes
Your personal data may be used, held, processed, and/or stored (by whatever means) for the following
purposes:
• processing your application and refund check and White Form e-Refund payment instruction(s),
where applicable, verification of compliance with the terms and application procedures set out in this
prospectus and announcing results of allocation of Hong Kong Offer Shares;
• compliance with applicable laws and regulations in Hong Kong and elsewhere;
• registering new issues or transfers into or out of the names of the holders of the Shares including,
where applicable, HKSCC Nominees;
• maintaining or updating the register of members of our Company;
• verifying identities of applicants for and holders of the Shares and identifying any duplicate
applications for the Shares;
• facilitating Hong Kong Offer Shares balloting;
• establishing benefit entitlements of holders of the Shares, such as dividends, rights issues, bonus
issues, etc.;
• distributing communications from our Company and its subsidiaries;
• compiling statistical information and profiles of the holder of the Shares;
• disclosing relevant information to facilitate claims on entitlements; and
• any other incidental or associated purposes relating to the above and/or to enable our Company and
the Hong Kong Share Registrar to discharge their obligations to applicants and holders of the Shares
and/or regulators and/or any other purposes to which applicants and holders of the Shares may from
time to time agree.
4. Transfer of personal data
Personal data held by our Company and the Hong Kong Share Registrar relating to the applicants for and
holders of Hong Kong Offer Shares will be kept confidential but our Company and the Hong Kong Share
Registrar may, to the extent: necessary for achieving any of the above purposes, disclose, obtain or transfer
(whether within or outside Hong Kong) the personal data to, from or with any of the following:
• our Company’s appointed agents such as financial advisers, receiving bank and overseas principal
share registrar;
• HKSCC or HKSCC Nominees, who will use the personal data and may transfer the personal data to
the Hong Kong Share Registrar, in each case for the purposes of providing its services or facilities or
performing its functions in accordance with its rules or procedures and operating FINI and CCASS
(including where applicants for the Hong Kong Offer Shares request a deposit into CCASS);
• any agent, contractor or third-party service provider who offers administrative, telecommunications,
computer, payment or other services to our Company or the Hong Kong Share Registrar in
connection with their respective business operation;
• the Stock Exchange, the SFC and any other statutory regulatory or governmental body or otherwise
as required by laws, rules or regulations, including for the purpose of the Stock Exchange’s
administration of the Listing Rules and the SFC’s performance of its statutory functions; and
• any person or institution with which the holders of Hong Kong Offer Shares have or propose to have
dealings, such as their bankers, solicitors, accountants or brokers, etc.
– 318 –


--- page 328 ---
HOW TO APPLY FOR HONG KONG OFFER SHARES
5. Retention of personal data
Our Company and the Hong Kong Share Registrar will keep the personal data of the applicants and holders
of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the personal data were
collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the
Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether our Company or
the Hong Kong Share Registrar hold their personal data, to obtain a copy of that data, and to correct any data that
is inaccurate. Our Company and the Hong Kong Share Registrar have the right to charge a reasonable fee for the
processing of such requests. All requests for access to data or correction of data should be addressed to our
Company and the Hong Kong Share Registrar, at their registered address disclosed in the section headed
“Corporate information” in this prospectus or as notified from time to time, for the attention of the company
secretary, or the Hong Kong Share Registrar for the attention of the privacy compliance officer.
– 319 –


--- page 329 ---
APPENDIX I ACCOUNTANTS’ REPORT
The following is the text of a report set out on pages I-1 to I-60, received from the Company’s reporting
accountants, Deloitte Touche Tohmatsu, Certified Public Accountants, Hong Kong, for the purpose of
incorporation in this prospectus.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS
OF QINGSONG HEALTH CORPORATION AND CHINA INTERNATIONAL CAPITAL
CORPORATION HONG KONG SECURITIES LIMITED AND CHINA MERCHANTS SECURITIES
(HK) CO., LIMITED
Introduction
We report on the historical financial information of QingSong Health Corporation (the “Company”) and its
subsidiaries (together, the “Group”) set out on pages I-3 to I-60, which comprises the consolidated statements of
financial position of the Group as at December 31, 2022, 2023 and 2024, and June 30, 2025, the statements of
financial position of the Company as at December 31, 2022, 2023 and 2024, and June 30, 2025, and the
consolidated statements of profit or loss and other comprehensive income, the consolidated statements of
changes in deficit and the consolidated statements of cash flows of the Group for each of the three years ended
December 31, 2024 and the six months ended June 30, 2025 (the “Track Record Period”) and material
accounting policy information and other explanatory information (together, the “Historical Financial
Information”). The Historical Financial Information set out on pages I-3 to I-60 forms an integral part of this
report, which has been prepared for inclusion in the prospectus of the Company dated December 15, 2025 (the
“Prospectus”) in connection with the initial listing of shares of the Company on the Main Board of The Stock
Exchange of Hong Kong Limited (the “Stock Exchange”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical Financial Information that
gives a true and fair view in accordance with the basis of preparation and presentation set out in note 1.2 to the
Historical Financial Information, and for such internal control as the directors of the Company determine is
necessary to enable the preparation of the Historical Financial Information that is free from material
misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to
you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting
Engagements 200 “Accountants’ Reports on Historical Financial Information in Investment Circulars” issued by
the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). This standard requires that we comply
with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical
Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical
Financial Information. The procedures selected depend on the reporting accountants’ judgement, including the
assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or
error. In making those risk assessments, the reporting accountants consider internal control relevant to the
entity’s preparation of the Historical Financial Information that gives a true and fair view in accordance with the
basis of preparation and presentation set out in note 1.2 to the Historical Financial Information in order to design
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the directors of the Company, as well as
evaluating the overall presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
–I - 1–


--- page 330 ---
APPENDIX I ACCOUNTANTS’ REPORT
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the accountants’ report, a true and
fair view of the Group’s financial position as at December 31, 2022, 2023 and 2024, and June 30, 2025, of the
Company’s financial position as at December 31, 2022, 2023 and 2024, and June 30, 2025 and of the Group’s
financial performance and cash flows for the Track Record Period in accordance with the basis of preparation
and presentation set out in note 1.2 to the Historical Financial Information.
Review of stub period comparative financial information
We have reviewed the stub period comparative financial information of the Group which comprises the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes
in deficit and the consolidated statement of cash flows of the Group for the six months ended June 30, 2024 and
other explanatory information (the “Stub Period Comparative Financial Information”). The directors of the
Company are responsible for the preparation and presentation of the Stub Period Comparative Financial
Information in accordance with the basis of preparation and presentation set out in note 1.2 to the Historical
Financial Information. Our responsibility is to express a conclusion on the Stub Period Comparative Financial
Information based on our review. We conducted our review in accordance with International Standard on Review
Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity” issued by the International Auditing and Assurance Standards Board (the “IAASB”). A review consists of
making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical
and other review procedures. A review is substantially less in scope than an audit conducted in accordance with
International Standards on Auditing and consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an
audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the Stub
Period Comparative Financial Information, for the purpose of the accountants’ report, is not prepared, in all
material respects, in accordance with the basis of preparation and presentation set out in note 1.2 to the Historical
Financial Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange and the
Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as
defined on page I-3 have been made.
Dividends
We refer to note 9 to the Historical Financial Information which states that except for the deemed distribution
disclosed in note 42, no dividend was paid or proposed for ordinary shareholders of the Company in respect of
the Track Record Period.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
December 15, 2025
–I - 2–


--- page 331 ---
APPENDIX I ACCOUNTANTS’ REPORT
HISTORICAL FINANCIAL INFORMATION OF THE GROUP
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this accountants’ report.
The consolidated financial statements of the Group for the Track Record Period, on which the Historical
Financial Information is based, have been prepared in accordance with the IFRS Accounting Standards issued by
International Accounting Standards Board (the “IASB”) and were audited by us in accordance with International
Standards on Auditing issued by the International Auditing and Assurance Standards Board (“Underlying
Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values are rounded to the nearest
thousand (RMB’000) except when otherwise indicated.
–I - 3–


--- page 332 ---
APPENDIX I ACCOUNTANTS’ REPORT
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Year ended December 31, Six months ended June 30,
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Continuing operations
Revenue .............................. 6 393,607 489,961 945,006 355,185 656,089
Cost of revenue ......................... ( 68,444) (98,486) (583,381) (179,820) (442,874)
General and administrative expenses ........ (59,809) (63,269) (71,565) (33,079) (32,628)
Research and development expenses ........ (52,817) (61,389) (72,037) (32,802) (35,370)
Sales and marketing expenses ............. (65,797) (123,826) (158,503) (72,371) (103,235)
Fair value changes of convertible redeemable
preferred shares ...................... 30 (150,634) (48,297) (50,374) (25,475) 53,827
Listing expense ......................... – – (12,085) (5,616) (13,098)
Fair value changes of financial assets at fair
value through profit or loss............... 5,000 3,500 116 116 286
Impairment loss under expected credit loss
model, net of reversal .................. (200) (291) (44) (15) 164
(Loss)/gain on disposal of subsidiaries ...... – (51) 282 282 –
Interest income ......................... 8,444 9,069 10,868 6,223 3,352
Other income, net ....................... 7,000 2 928 383 274
Foreign currency exchange loss ............ (10,011) (2,388) (1,831) (1,898) (13)
Profit before tax ........................ 7 6,339 104,535 7,380 11,113 86,774
Income tax (expense)/credit ............... 8 (15,437) (7,366) 1,610 3,475 (729)
(Loss)/profit for the year/period from
continuing operations .................. (9,098) 97,169 8,990 14,588 86,045
Discontinued operations
Profit/(loss) for the year/period from
discontinued operations ................ 10 7,004 (23,553) 1,408 1,408 –
(Loss)/profit for the year/period ............ (2,094) 73,616 10,398 15,996 86,045
Other comprehensive income/(expenses) for
the year/period
Items that will not be reclassified to profit or
loss:
Fair value changes on convertible redeemable
preferred shares due to own credit risk .... 30 7,992 (6,700) 5,849 3,608 (5,030)
Fair value changes of equity instruments at fair
value through other comprehensive
income ............................. – – – – (5,700)
Exchange differences on translation from
functional currency to presentation
currency ............................ (117,609) (25,267) (23,611) (9,768) 6,071
Total comprehensive (expenses)/income for
the year/period ....................... (111,711) 41,649 (7,364) 9,836 81,386
(Loss)/profit for the year/period attributable to
owners of the Company:
from continuing operations ........... ( 9,098) 97,169 8,990 14,588 86,045
from discontinued operations .......... 7,037 (23,524) 1,408 1,408 –
(Loss)/profit for the year/period attributable to
owners of the Company ................ (2,061) 73,645 10,398 15,996 86,045
Loss for the year/period attributable to
non-controlling interests:
from continuing operations ........... – – – – –
from discontinued operations .......... (33) (29) – – –
Loss for the year/period attributable to
non-controlling interests ................ (33) (29) – – –
–I - 4–


--- page 333 ---
APPENDIX I ACCOUNTANTS’ REPORT
Year ended December 31, Six months ended June 30,
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Total comprehensive (expenses)/income for the
year/period attributable to:
Owners of the Company ............... ( 1 1 1,678) 41,678 (7,364) 9,836 81,386
Non-controlling interests ............... (33) (29) – – –
(111,711) 41,649 (7,364) 9,836 81,386
Total comprehensive (expenses)/income
attributable to owners of the Company:
from continuing operations ............. ( 118,715) 65,202 (8,772) 8,428 81,386
from discontinued operations ........... 7,037 (23,524) 1,408 1,408 –
(Loss)/earnings per share (RMB Yuan) 11
From continuing and discontinued operations
Basic .................................. 0.00 0.09 0.01 0.02 0.11
Diluted ................................. 0.00 0.06 0.01 0.02 0.02
From continuing operations
Basic .................................. (0.01) 0.12 0.01 0.02 0.11
Diluted ................................. (0.01) 0.07 0.01 0.01 0.02
–I - 5–


--- page 334 ---
APPENDIX I ACCOUNTANTS’ REPORT
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31, As at June 30,
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current Assets
Property, plant and equipment ............... 1 4 3 9 2 2 6 7 1,021 974
Right-of-use assets ........................ 1 5 8,679 5,593 855 6,287
Intangible assets .......................... 1 6 17,696 17,650 19,872 19,838
Term deposits ............................ – 81,891 84,412 –
Equity instruments at fair value through other
comprehensive income ................... 2 3 – – – 8,729
Deferred tax assets ........................ 3 1 – – 1,345 529
Total Non-current Assets .................... 26,767 105,401 107,505 36,357
Current Assets
Accounts receivables ...................... 1 9 69,793 128,720 107,329 81,954
Prepayment and other receivables ............ 2 0 13,287 15,455 19,841 23,344
Contract assets ........................... 2 1 35,034 43,461 36,573 30,340
Term deposits ............................ – 28,418 – 85,582
Financial assets at fair value through profit or
loss .................................. 2 2 100,032 – – 8,000
Restricted bank deposits .................... 2 4 71,817 91,753 55,403 55,711
Bank balances and cash .................... 2 5 295,609 293,220 362,578 315,335
Total Current Assets ....................... 585,572 601,027 581,724 600,266
Current Liabilities
Accounts payables ........................ 2 6 21,545 57,076 48,786 28,101
Accrued expenses and other payables ......... 2 7 90,326 46,144 34,503 29,469
Insurance premium payables ................ 62,329 78,363 51,581 51,776
Income tax payable ........................ 4 6 3 1,209 3,119 4,586
Contract liabilities ........................ 2 8 64,981 22,756 7,027 17,525
Lease liabilities ........................... 2 9 4,034 4,412 35 3,763
Convertible redeemable preferred shares ....... 3 0 1,601,078 1,683,471 1,753,591 1,623,632
Total Current Liabilities .................... 1,844,756 1,893,431 1,898,642 1,758,852
Net Current Liabilities ...................... (1,259,184) (1,292,404) (1,316,918) (1,158,586)
Total Assets Less Current Liabilities .......... (1,232,417) (1,187,003) (1,209,413) (1,122,229)
Non-current Liabilities
Lease liabilities ........................... 2 9 3,855 92 18 1,507
Deferred tax liabilities ..................... 3 1 4,466 10,825 9,115 7,561
Total Non-current Liabilities ................. 8,321 10,917 9,133 9,068
Net Liabilities ............................. (1,240,738) (1,197,920) (1,218,546) (1,131,297)
Capital and Reserves
Share capital ............................. 3 2 4 9 4 9 4 9 4 9
Reserves ................................ 3 3 (1,240,941) (1,198,094) (1,218,595) (1,131,346)
Deficit attributable to owners of the Company .... (1,240,892) (1,198,045) (1,218,546) (1,131,297)
Non-controlling interests ..................... 1 5 4 1 2 5 – –
Total Deficit (1,240,738) (1,197,920) (1,218,546) (1,131,297)
–I - 6–


--- page 335 ---
APPENDIX I ACCOUNTANTS’ REPORT
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at December 31, As at June 30,
Notes 2022 2023 2024 2025
RMB'000 RMB'000 RMB’000 RMB’000
Non-current Assets
Investment in subsidiaries .................. 1 7 668,513 678,449 737,084 685,435
Loans to subsidiaries ...................... 1 8 107,934 94,173 – 13,601
Total Non-current Assets 776,447 772,622 737,084 699,036
Current Assets
Prepayment and other receivables ............ – – 1 3 9 9 5 4
Term deposits ............................ – 28,418 – –
Bank balances ............................ 2 5 6,988 13,802 88,902 42,993
Total Current Assets 6,988 42,220 89,041 43,947
Current Liabilities
Accrued expenses and other payables ......... 1 1 8 – – –
Convertible redeemable preferred shares ....... 3 0 1,601,078 1,683,471 1,753,591 1,623,632
Total Current Liabilities 1,601,196 1,683,471 1,753,591 1,623,632
Net Current Liabilities (1,594,208) (1,641,251) (1,664,550) (1,579,685)
Net Liabilities (817,761) (868,629) (927,466) (880,649)
Capital and Reserves
Share capital ............................. 3 2 4 9 4 9 4 9 4 9
Reserves ................................ (817,810) (868,678) (927,515) (880,698)
Total Deficit (817,761) (868,629) (927,466) (880,649)
–I - 7–


--- page 336 ---
APPENDIX I ACCOUNTANTS’ REPORT
CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT
Attributable to owners of the Company
Notes
Share
capital
Capital
reserve
Other
reserves
Share-based
payment reserve
Accumulated
losses Subtotal
Non-controlling
interests Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 ............. 4 9 (109,385) 81,073 74,777 (1,183,401) (1,136,887) 187 (1,136,700)
Loss for the year ................ – – – – ( 2,061) (2,061) (33) (2,094)
Fair value changes on convertible
redeemable preferred shares due
to own credit risk ............. – – 7,992 – – 7,992 – 7,992
Exchange differences on translation
from functional currency to
presentation currency .......... – – (117,609) – – (117,609) – (117,609)
Total comprehensive expenses for
the year ..................... – – (109,617) – (2,061) (111,678) (33) (111,711)
Share-based payment expenses .... 3 4 – – – 7,673 – 7,673 – 7,673
At December 31, 2022 ........... 4 9 (109,385) (28,544) 82,450 (1,185,462) (1,240,892) 154 (1,240,738)
At January 1, 2023 ............. 4 9 (109,385) (28,544) 82,450 (1,185,462) (1,240,892) 154 (1,240,738)
Profit/(loss) for the year .......... – – – – 73,645 73,645 (29) 73,616
Fair value changes on convertible
redeemable preferred shares due
to own credit risk ............. – – (6,700) – – (6,700) – (6,700)
Exchange differences on translation
from functional currency to
presentation currency .......... – – (25,267) – – (25,267) – (25,267)
Total comprehensive (expenses)/
income for the year ............ – – (31,967) – 73,645 41,678 (29) 41,649
Share-based payment expenses .... 3 4 – – – 1,169 – 1,169 – 1,169
At December 31, 2023 ........... 4 9 (109,385) (60,511) 83,619 (1,111,817) (1,198,045) 125 (1,197,920)
At January 1, 2024 ............. 4 9 (109,385) (60,511) 83,619 (1,111,817) (1,198,045) 125 (1,197,920)
Profit for the year ............... – – – – 10,398 10,398 – 10,398
Fair value changes on convertible
redeemable preferred shares due
to own credit risk ............. – – 5,849 – – 5,849 – 5,849
Exchange differences on translation
from functional currency to
presentation currency .......... – – (23,611) – – (23,611) – (23,611)
Total comprehensive (expenses)/
income for the year ............ – – (17,762) – 10,398 (7,364) – (7,364)
Disposal of subsidiaries .......... – – – – – – (125) (125)
Deemed distribution ............. 4 2 – – – – (26,083) (26,083) – (26,083)
Share-based payment expenses .... 3 4 – – – 12,946 – 12,946 – 12,946
At December 31, 2024 ........... 4 9 (109,385) (78,273) 96,565 (1,127,502) (1,218,546) – (1,218,546)
At January 1, 2025 ............. 4 9 (109,385) (78,273) 96,565 (1,127,502) (1,218,546) – (1,218,546)
Profit for the period ............. – – - – 86,045 86,045 – 86,045
Fair value changes on convertible
redeemable preferred shares due
to own credit risk ............. – – (5,030) – – (5,030) – (5,030)
Fair value changes of equity
instruments at fair value through
other comprehensive income .... – – (5,700) – – (5,700) – (5,700)
Exchange differences on translation
from functional currency to
presentation currency .......... – – 6,071 – – 6,071 – 6,071
Total comprehensive (expenses)/
income for the period .......... – – (4,659) – 86,045 81,386 – 81,386
Share-based payment expenses .... 3 4 – – – 5,863 – 5,863 – 5,863
At June 30, 2025 ............... 4 9 (109,385) (82,932) 102,428 (1,041,457) (1,131,297) – (1,131,297)
–I - 8–


--- page 337 ---
APPENDIX I ACCOUNTANTS’ REPORT
Attributable to owners of the Company
Note
Share
capital
Capital
reserve
Other
reserves
Share-based
payment reserve
Accumulated
losses Subtotal
Non-controlling
interests Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2024 .............. 4 9 (109,385) (60,511) 83,619 (1,111,817) (1,198,045) 125 (1,197,920)
Profit for the period .............. – – - – 15,996 15,996 – 15,996
Fair value changes on convertible
redeemable preferred shares due to
own credit risk ................ – – 3,608 – – 3,608 – 3,608
Exchange differences on translation
from functional currency to
presentation currency ........... – – (9,768) – – (9,768) – (9,768)
Total comprehensive (expenses)/
income for the period ........... – – (6,160) – 15,996 9,836 – 9,836
Disposal of subsidiaries ........... – – – – – – (125) (125)
Share-based payment expenses ..... 3 4 – – – 2 8 1 – 2 8 1 – 2 8 1
At June 30, 2024 (Unaudited) ..... 4 9 (109,385) (66,671) 83,900 (1,095,821) (1,187,928) – (1,187,928)
–I - 9–


--- page 338 ---
APPENDIX I ACCOUNTANTS’ REPORT
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
OPERATING ACTIVITIES
(Loss)/profit for the year/period .................. ( 2,094) 73,616 10,398 15,996 86,045
Adjustments for:
Income tax expense/(credit) ...................... 17,772 7,366 (1,140) (3,005) 729
Finance cost .................................. 3 3 7 3 1 8 1 2 3 9 1 4 7
Interest income ................................ (8,444) (9,069) (10,868) (6,223) (3,352)
Depreciation of property, plant and equipment ....... 4 5 2 2 8 8 2 2 8 9 6 1 9 3
Depreciation of right-of-use assets ................ 5,286 4,334 4,701 2,343 2,067
Amortization of intangible assets ................. 2 9 4 6 4 6 2 3 2 3
Loss on disposal of property, plant and equipment,
n e t........................................ 1 1 7 1 1 6 1 6 1
Impairment loss under expected credit loss model, net
of reversal .................................. 2 0 0 2 9 1 4 4 1 5 (164)
Fair value changes of convertible redeemable preferred
shares ..................................... 150,634 48,297 50,374 25,475 (53,827)
Share-based payment expenses ................... 7,673 1,169 12,946 281 5,863
Loss/(gain) on disposal of subsidiaries ............. – 5 1 (282) (282) –
Loss from early termination of lease ............... 6 1 – – – –
Fair value changes of financial assets at fair value
through profit or loss (“FVTPL”) ............... (5,000) (3,500) (116) (116) (286)
Foreign currency exchange loss ................... 10,011 2,388 1,831 1,898 13
Operating cash flows before movements in working
capital ..................................... 177,034 125,596 68,301 36,608 37,352
Decrease/(increase) in restricted bank deposits ....... 94,267 (19,936) 36,350 17,161 (308)
(Increase)/decrease in accounts receivables ......... (16,203) (59,172) 20,203 32,941 25,375
Decrease/(increase) in prepayment and other
receivables ................................. 33,117 (2,197) (6,577) (13,220) (3,503)
(Increase)/decrease in contract assets .............. (12,112) (8,444) 6,888 4,151 6,233
(Decrease)/increase in contract liabilities ........... (83,094) (42,225) (15,729) (17,949) 10,498
(Decrease)/increase in accounts payables ........... (36,199) 35,531 (8,290) (7,847) (20,685)
(Decrease)/increase in accrued expenses and other
payables ................................... ( 998) (44,184) 1,080 550 (5,034)
(Decrease)/increase in insurance premium payables . . . (99,719) 16,034 (26,782) (11,490) 195
Cash from operations ........................... 56,093 1,003 75,444 40,905 50,123
Income taxes paid ............................. (7,336) (261) – – –
Interest received ............................... 8,444 7,092 8,347 5,012 2,323
Net cash from operating activities ................. 57,201 7,834 83,791 45,917 52,446
INVESTING ACTIVITIES
Purchase of property and equipment ............... – (181) (1,005) (547) (153)
Proceeds received from disposal of property and
equipment .................................. 1 3 7 – – – 6
Cash outflow upon disposal of subsidiaries .......... – (51) (8,929) (8,929) –
Purchase of financial assets at FVTPL ............. (824,000) (574,000) (40,500) (40,000) (244,000)
Proceeds received from disposal of financial assets at
FVTPL .................................... 728,968 677,532 40,616 40,116 236,000
Placement of term deposits ...................... – (108,187) – – –
Proceeds received from maturity of term deposits . . . . – – 28,574 28,508 –
Cash outflow upon acquisition of a subsidiary ....... – – (2,223) – –
Purchase of equity instruments at fair value through
other comprehensive income ................... – – – – (14,427)
Net cash (used in)/from investing activities ......... (94,895) (4,887) 16,533 19,148 (22,574)
–I - 1 0–


--- page 339 ---
APPENDIX I ACCOUNTANTS’ REPORT
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Notes RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
FINANCING ACTIVITIES
Repayments of leases liabilities ............. 4 1 (4,986) (4,951) (4,540) (2,478) (2,329)
Payments made to related parties deemed as
distribution to shareholders ............... 42 – – (26,083) – –
Payments on repurchase of convertible
redeemable preferred shares .............. 30 – – – – (74,345)
Net cash used in financing activities .......... (4,986) (4,951) (30,623) (2,478) (76,674)
Effects of foreign exchange rate changes on cash
and cash equivalents .................... 639 (385) (343) (419) (441)
Net (decrease)/increase in cash and cash
equivalents ........................... (42,041) (2,389) 69,358 62,168 (47,243)
Cash and cash equivalents at January 1 ..... 337,650 295,609 293,220 293,220 362,578
Cash and cash equivalents at
December 31/June 30 .................. 295,609 293,220 362,578 355,388 315,335
–I - 1 1–


--- page 340 ---
APPENDIX I ACCOUNTANTS’ REPORT
NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1.1 GENERAL INFORMATION
QingSong Health Corporation (the “Company”, formerly known as QingSongChou Corporation with name changed to QingSong Health
Corporation in September 2020) was incorporated in the Cayman Islands on November 12, 2014 as an exempted company with limited
liability. The Company is an investment holding company. The Company and its subsidiaries (the “Group”) are principally engaged in the
provision of insurance brokerage services and healthcare-related services. The Group’s principal geographic market is in the People’s
Republic of China (the “PRC” or “China”).
The registered address of the Company is P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 -
1205 Cayman Islands.
The Historical Financial Information of the Group for the years ended December 31, 2022, 2023 and 2024, and the six months ended
June 30, 2025, is presented in Renminbi (“RMB”), which is the reporting currency of the Group. The functional currency of the Company is
USD which better reflects the primary economic environment in which the Company operates, as have been determined by directors of the
Company. The Group’s PRC subsidiaries and consolidated affiliated entities determined their functional currency to be RMB.
No statutory financial statements of the Company have been prepared since its date of incorporation as it is incorporated in a jurisdiction
where there is no statutory audit requirement.
1.2 BASIS OF PREPARATION AND PRESENTATION OF HISTORICAL FINANCIAL INFORMATION
The Historical Financial Information has been prepared based on the accounting polices set out in note 3 which conform with IFRS
Accounting Standards. In addition, the Historical Financial Information includes applicable disclosures required by the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) and by the Hong Kong Companies Ordinance (the
“Companies Ordinance”).
The Historical Financial Information has been prepared under the going concern basis notwithstanding the fact that total liabilities
exceeded total assets by approximately RMB1,241 million, RMB1,198 million, RMB1,219 million and RMB1,131 million as at
December 31, 2022, 2023 and 2024, and June 30, 2025, respectively, and total current liabilities exceeded total current assets by
approximately RMB1,259 million, RMB1,292 million, RMB1,317 million and RMB1,159 million as at December 31, 2022, 2023 and 2024,
and June 30, 2025, respectively.
As at December 31, 2022, 2023 and 2024, and June 30, 2025, the Group recorded a financial liability resulting from preferred shares
issued to investors amounting to approximately RMB1,601 million, RMB1,683 million, RMB1,754 million and RMB1,624 million,
respectively. However, as disclosed in note 30, the Company entered into a waiver and confirmation agreement with holders of the preferred
shares, pursuant to which each of the holders of the preferred shares irrevocably and unconditionally agreed that redemption right granted to
the holders of the preferred shares shall be suspended from December 19, 2024 and shall only be exercisable if the Initial Public Offering
(“IPO”) does not take place until December 19, 2026. In addition, the Company has recorded positive operating cash flow for each of the
three years ended December 31, 2024 and the six months ended June 30, 2025, and management expects to continue to generate positive cash
flow for the next twelve months based on the working capital forecast. Taken the above into consideration, the directors and management of
the Company are of the opinion that the Group has sufficient financial resources to continue as a going concern for the next twelve months
and it is appropriate for the Historical Financial Information to be prepared on a going concern basis.
Contractual Arrangements
Due to the restrictions imposed by the relevant laws and regulatory regime of the PRC on foreign ownership of companies engaging in
certain business that are subject to foreign ownership restrictions as well as on the qualification of foreign shareholders of certain business, the
Group conducted such businesses through Beijing QingSongChou Network Technology Co., Ltd. (“QSC Network”) and its subsidiaries and
Guangdong QingSongBao Insurance Brokerage Co., Ltd. (“QingSongBao”), the two main subsidiaries in the PRC.
In April 2015 and August 2016, Beijing QingSong Yikang Information Technology Co., Ltd. (“QingSong Yikang”), a wholly-owned
subsidiary of the Company, has entered into a series of contractual arrangements (the “Contractual Arrangements”) with QSC Network and
QingSongBao respectively and their equity holders, including a power of attorney, an exclusive call option agreement, an equity pledge
agreement, an exclusive business cooperation agreement, and a spouse consent agreement.
In March 2018, Tianjin Gelinkaite Information Technology Co., Ltd. (“Gelinkaite”), a wholly-owned subsidiary of the Company, has
entered into Contractual Arrangements with QingSongBao and its equity holders, including a power of attorney, an exclusive call option
agreement, an equity pledge agreement, an exclusive business cooperation agreement, and a spouse consent agreement. The original
Contractual Arrangements between QingSongBao and QingSong Yikang were terminated at the same time.
The Contractual Arrangements enabled QingSong Yikang, Gelinkaite and the Company to:
• expose, or have rights, to variable returns from their involvement with the investees and have the ability to affect those returns
through their power over QSC Network and QingSongBao;
–I - 1 2–


--- page 341 ---
APPENDIX I ACCOUNTANTS’ REPORT
• exercise effective financial and operational control over QSC Network and QingSongBao;
• irrevocably exercise equity holders’ controlling voting rights of QSC Network and QingSongBao;
• receive substantially all of the economic interest returns generated by QSC Network and QingSongBao in consideration for the
business support, technical and consulting services provided by QingSong Yikang and Gelinkaite; QingSong Yikang and Gelinkaite
have obligation to grant interest-free loans to the respective equity holders of QSC Network and QingSongBao with the sole
purpose of providing funds necessary for the capital contribution to QSC Network and QingSongBao;
• obtain an irrevocable and exclusive right to purchase all or part of equity interests in QSC Network and QingSongBao from the
respective equity holders at a minimum purchase price permitted under the relevant PRC laws. QingSong Yikang and Gelinkaite
may exercise such options at any time until they have acquired all equity interests and/or all assets of QSC Network and
QingSongBao. In addition, QSC Network and QingSongBao are not allowed to sell, transfer, or dispose of any assets, or make any
distributions to their equity holders without prior consent of QingSong Yikang and Gelinkaite; and
• obtain a pledge over the entire equity interests of QSC Network and QingSongBao from their equity holders as collateral security
for all of QSC Network and QingSongBao’s payments due to QingSong Yikang and Gelinkaite and to secure performance of QSC
Network and QingSongBao’s obligations under the Contractual Arrangements.
The Group did not have any equity interest in QSC Network and QingSongBao, both directly and indirectly. However, as a result of the
Contractual Arrangements, the Group has power over QSC Network and QingSongBao, has rights to variable returns from its involvement
with QSC Network and QingSongBao and has the ability to affect those returns through its power over QSC Network and QingSongBao. The
Group is therefore considered to have control over QSC Network and QingSongBao. Consequently, the Company regards QSC Network and
QingSongBao as indirectly-owned subsidiaries for accounting purpose.
Spin-off Business
In June 2024, in light of the listing of the shares on the Main Board of the Stock Exchange of Hong Kong Limited (“Listing”) and to
exclude business and operations subject to foreign ownership restrictions or prohibition under PRC laws and regulations from the Group, the
existing shareholders of the Company have resolved to spin-off and moved out from the Group the following business and entities (the
“Excluded Business”): (i) the online illness fundraising services, the operation of which was deemed by relevant regulatory authority as the
activities that shall be operated under certain license, which is for foreign-investment restricted activities. It was primarily conducted throug h
QSC Network prior to the reorganization; and (ii) Yinchuan Duoer Internet Hospital Co., Ltd. (“Duoer Hospital”), which holds certain
licenses subject to foreign-investment restrictions and prohibitions under applicable PRC laws and regulations.
The Group shifted the Excluded Business to ZhongLang Technology Hong Kong Limited (a wholly-owned subsidiary of the Company)
and its subsidiaries and the Company acquired indirect legal ownership in equity interest of QSC Network and QingSongBao through a series
of share transfer agreements, leading to the termination of the above Contractual Arrangements with QSC Network and QingSongBao. Due to
the Contractual Arrangements existed before the share transfers, the Company’s control in QSC Network and QingSongBao has not changed
right after the share transfers. After the completion of the above transactions, there is no contractual arrangement within the Group.
On June 28, 2024, the shareholders of the Company passed a Shareholders Resolution to dispose of 100% equity interests of ZhongLang
Technology Hong Kong Limited and its subsidiaries (including Beijing Zhongyihulian Network Technology Co., Ltd. and Duoer Hospital)
(collectively the “Disposed Entities”) which took over the Excluded Business to ZhongLang Technology Corporation (“ZhongLang Cayman”,
a newly established Cayman Islands company outside the Group and was set up by the same shareholders with the same share percentage of
the Company) at a consideration of RMB nil Yuan.
Total assets of QSC Network and QingSongBao were RMB392 million and RMB380 million as at December 31, 2022 and 2023
respectively. Net assets of QSC Network and QingSongBao were RMB11 million and RMB82 million as at December 31, 2022 and 2023
respectively, and these balances have been reflected in the Group’s Historical Financial Information with intercompany balances and
transactions between QSC Network, QingSongBao and other entities within the Group eliminated.
Total revenue of QSC Network and QingSongBao amounted to RMB361 million, RMB382 million and RMB783 million for the years
ended December 31, 2022, 2023 and 2024 (including the portion of revenue relating to the period after the Contractual Arrangements were
terminated), and these amounts have been reflected in the Group’s Historical Financial Information with intercompany transactions between
QSC Network, QingSongBao and other entities within the Group eliminated.
Future Overseas Business
For future overseas business development purpose, Singapore Wellbright Pte. Ltd. was incorporated as a limited liability company under
the laws of Singapore on September 13, 2024, and 1,000 ordinary shares with par value of SGD$1.0 per share were allotted and issued to the
Company.
–I - 1 3–


--- page 342 ---
APPENDIX I ACCOUNTANTS’ REPORT
Angus Moore Wealth Management Limited (“Angus Moore”) was incorporated as a limited company under the laws of Hong Kong on
February 19, 2008. On October 30, 2024, for future overseas business development purpose, the Company acquired from Fortuna Group
Holdings (Hong Kong) Co., Limited, the previous shareholder of Angus Moore, an independent third party, all the 3,900,000 ordinary shares
of Angus Moore at the consideration of HK$2.5 million. The consideration was determined based on arms-length negotiation with reference
to the then market price of similar companies. Details of acquisition of the aforementioned subsidiary are set out in note 36.
Details of the principal subsidiaries directly and indirectly held by the Company as at December 31, 2022, 2023 and 2024, and June 30,
2025 are set out in note 17.
2. APPLICATION OF NEW AND AMENDMENTS TO IFRSs
For the purpose of preparing and presenting the Historical Financial Information for the years ended December 31, 2022, 2023 and 2024,
and the six months ended June 30, 2025, the Group has consistently applied IFRS Accounting Standards which are effective for the
accounting period beginning on January 1, 2025 throughout the Track Record Period.
New or revised IFRS Accounting Standards that have been issued but not yet effective
The Group has not early applied the following new and amendments to IFRS Accounting Standards that have been issued but are not yet
effective:
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial
Instruments2
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 2
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or
Joint Venture1
Amendments to IFRS Accounting Standards Annual Improvements to IFRS Accounting Standards - Volume 11 2
IFRS 18 Presentation and Disclosure in Financial Statements 3
1 Effective for annual periods beginning on or after a date to be determined
2 Effective for annual periods beginning on or after January 1, 2026
3 Effective for annual periods beginning on or after January 1, 2027
Except for IFRS 18 explained below, the directors of the Company anticipate that the application of all other amendments to IFRS
Accounting Standards will have no material impact on the consolidated financial statements of the Group in the foreseeable future. IFRS 18
Presentation and Disclosure in Financial Statements , which sets out requirements on presentation and disclosures in financial statements, will
replace IAS 1 Presentation of Financial Statements . This new IFRS Accounting Standard, while carrying forward many of the requirements
in IAS 1, introduces new requirements to present specified categories and defined subtotals in the statement of profit or loss; provide
disclosures on management-defined performance measures in the notes to the financial statements and improve aggregation and
disaggregation of information to be disclosed in the financial statements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and
IFRS 7. Minor amendments to IAS 7 Statement of Cash Flows and IAS 33 Earnings per Share are also made. IFRS 18, and amendments to
other standards, will be effective for annual periods beginning on or after 1 January 2027, with early application permitted. The application of
the IFRS 18 is expected to affect the presentation of the statement of profit or loss and disclosures in the future financial statements. The
directors of the Company are still in the process of assessing the detailed impact of IFRS 18 on the Group’s consolidated financial statements.
3. MATERIAL ACCOUNTING POLICY INFORMATION
The Historical Financial Information has been prepared on the historical cost basis except for financial instruments that are measured at
fair values at the end of each reporting period, as explained in the accounting policies set out below.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
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, regardless of whether that price is directly observable or estimated using another valuation technique. In
estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants
would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or
disclosure purposes in this consolidated financial statement is determined on such a basis, except for share-based payment transactions that are
within the scope of IFRS 2 Share-based Payment , leasing transactions that are accounted for in accordance with IFRS 16 Leases, and
measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 Inventories or value in use
in IAS 36 Impairment of Assets.
–I - 1 4–


--- page 343 ---
APPENDIX I ACCOUNTANTS’ REPORT
For financial instruments which are transacted at fair value and a valuation technique that unobservable inputs are to be used to measure
fair value in subsequent periods, the valuation technique is calibrated so that at initial recognition the result of the valuation technique equals
the transaction price.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which
the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which
are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either
directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
The principal accounting policies are set out below.
Basis of consolidation
The Historical Financial Information incorporates the financial statements of the Company and of the entities controlled by the Group.
Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of
the three elements of control listed above.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the
subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated
statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to
control the subsidiary.
Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non-controlling
interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if
this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the
Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are
eliminated in full on combination.
Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein, which represent present ownership
interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation.
Changes in the Group’s interests in existing subsidiaries
Changes in the Group’s interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as
equity transactions. The carrying amounts of the Group’s relevant components of equity and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiaries, including re-attribution of relevant reserves between the Group and the
non-controlling interests according to the Group’s and the non-controlling interests’ proportionate interests.
Any difference between the amount by which the non-controlling interests are adjusted, and the fair value of the consideration paid or
received is recognized directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, the assets and liabilities of that subsidiary and non-controlling interests (if any) are
derecognized. A gain or loss is recognized in profit or loss and calculated as the difference between (i) the aggregate of the fair value of the
–I - 1 5–


--- page 344 ---
APPENDIX I ACCOUNTANTS’ REPORT
consideration received and the fair value of any retained interest and (ii) the carrying amount of the assets (including goodwill), and liabilities
of the subsidiary attributable to the owners of the Company. All amounts previously recognized in other comprehensive income in relation to
that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to
profit or loss or transferred to another category of equity as specified/permitted by applicable IFRS Accounting Standards). The fair value of
any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for
subsequent accounting under IFRS 9 Financial Instruments or, when applicable, the cost on initial recognition of an investment in an
associate or a joint venture.
Business combinations or asset acquisitions
Optional concentration test
The Group can elect to apply an optional concentration test, on a transaction-by-transaction basis, that permits a simplified assessment of
whether an acquired set of activities and assets is not a business. The 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 gross assets under assessment exclude
cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. If the concentration test is
met, the set of activities and assets is determined not to be a business and no further assessment is needed.
Asset acquisitions
When the Group acquires a group of assets and liabilities that do not constitute a business, the Group identifies and recognizes the
individual identifiable assets acquired and liabilities assumed by allocating the purchase price first to financial assets/financial liabilitie s at the
respective fair values, the remaining balance of the purchase price is then allocated to the other identifiable assets and liabilities on the basis of
their relative fair values at the date of purchase. Such a transaction does not give rise to goodwill or bargain purchase gain.
Business combinations
A business is an integrated set of activities and assets which includes an input and a substantive process that together significantly
contribute to the ability to create outputs. The acquired processes are considered substantive if they are critical to the ability to continue
producing outputs, including an organized workforce with the necessary skills, knowledge, or experience to perform the related processes or
they significantly contribute to the ability to continue producing outputs and are considered unique or scarce or cannot be replaced without
significant cost, effort, or delay in the ability to continue producing outputs.
Acquisitions of businesses, other than business combination under common control are accounted for using the acquisition method. The
consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values
of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by
the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that:
• deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in
accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements
of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at
the acquisition date (see the accounting policy below);
• assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations are measured in accordance with that standard; and
• lease liabilities are recognized and measured at the present value of the remaining lease payments (as defined in IFRS 16) as if the
acquired leases were new leases at the acquisition date, except for leases of which (a) the lease term ends within 12 months of the
acquisition date; or (b) the underlying asset is of low value. Right-of-use assets are recognized and measured at the same amount as
the relevant lease liabilities, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the
acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net amount of the identifiable
assets acquired and the liabilities assumed as at acquisition date. If, after re-assessment, the net amount of the identifiable assets acquired and
liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair
value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain
purchase gain.
–I - 1 6–


--- page 345 ---
APPENDIX I ACCOUNTANTS’ REPORT
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the relevant subsidiary’s
net assets in the event of liquidation are initially measured at the non-controlling interests’ proportionate share of the recognized amounts of
the acquiree’s identifiable net assets or at fair value.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the
contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business
combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted
retrospectively. Measurement period adjustments are adjustments that arise from additional information obtained during the “measurement
period” (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for the contingent consideration that do not qualify as measurement period adjustments depends on how the
contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and
its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured to
fair value at subsequent reporting dates, with the corresponding gain or loss being recognized in profit or loss.
When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value
at the acquisition date (i.e. the date when the Group obtains control), and the resulting gain or loss, if any, is recognized in profit or loss or
other comprehensive income, as appropriate. Amounts arising from interests in the acquiree prior to the acquisition date that have previously
been recognized in other comprehensive income and measured under IFRS 9 would be accounted for on the same basis as would be required
if the Group had disposed directly of the previously held equity interest.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the
Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted
retrospectively during the measurement period (see above), and additional assets or liabilities are recognized, to reflect new information
obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that
date.
Investments in a subsidiary
Investments in a subsidiary is stated in the statements of financial position of the Company at cost less identified impairment loss, if any.
Investments in an associate
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial
and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in the Historical Financial Information using the equity method of
accounting. The financial statements of associates used for equity accounting purposes is prepared using uniform accounting policies as those
of the Group for like transactions and events in similar circumstances. Under the equity method, an investment in an associate is initially
recognized in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group’s share of the profit or
loss and other comprehensive income of the associate. When the Group’s share of losses of an associate exceeds the Group’s interest in that
associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group
discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Group has incurred legal or
constructive obligations or made payments on behalf of the associate.
An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate. On
acquisition of the investment in an associate, any excess of the cost of the investment over the Group’s share of the net fair value of the
identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after
reassessment, is recognized immediately in profit or loss in the period in which the investment is acquired.
The Group assesses whether there is an objective evidence that the interest in an associate may be impaired. When any objective
evidence exists, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a
single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any
impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any
reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment
subsequently increases.
Revenue from contracts with customers
The Group recognizes revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the services underlying the
particular performance obligation is transferred to the customer.
–I - 1 7–


--- page 346 ---
APPENDIX I ACCOUNTANTS’ REPORT
A performance obligation represents a service (or a bundle of services) that is distinct or a series of distinct services that are substantially
the same.
Control is transferred over time and revenue is recognized over time by reference to the progress towards complete satisfaction of the
relevant performance obligation if one of the following criteria is met:
• the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs;
• the Group’s performance creates or enhances an asset that the customer controls as the Group performs; or
• the Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to
payment for performance completed to date.
Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct service.
The Group evaluates whether it is appropriate to record the gross amounts of product sales or services provided and related costs, or the
net amount earned as commissions. When the Group is a principal, that the Group obtains control of the specified goods or services before
they are transferred to the customers, the revenue should be recognized in the gross amount of consideration to which it expects to be entitled
in exchange for the specified goods or services transferred. When the Group is an agent and its obligation is to facilitate third parties in
fulfilling their performance obligation for specified goods or services, in which case the Group does not control the specified goods or
services provided by third parties before those goods or services are transferred to the customer, the revenue should be recognized in the net
amount for the commission which the Group earns in exchange for arranging for the specified goods or services to be provided by other
parties.
A contract asset represents the Group’s right to consideration in exchange for services that the Group has transferred to a customer that is
not yet unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a receivable represents the Group’s unconditional
right to consideration, i.e. only the passage of time is required before payment of that consideration is due.
A contract liability represents the Group’s obligation to transfer services to a customer for which the Group has received consideration
(or an amount of consideration is due) from the customer.
A contract asset and a contract liability relating to the same contract are accounted for and presented on a net basis.
Insurance Brokerage Service
The Group provides insurance brokerage services distributing various health insurance policies on behalf of insurance companies (its
customers). As an agent of the insurance company, the Group sells insurance policies on behalf of the insurance company and earns brokerage
commissions determined as a percentage of premiums paid by the policyholder. The Group has identified its promise to sell insurance policies
on behalf of an insurance company as the performance obligation in its contracts with the insurance company. The Group’s performance
obligation to the insurance company is satisfied and commission revenue is recognized at the point in time when an insurance policy becomes
effective. The Group also provides policyholder inquiry (call center) services which is considered administrative in nature that transfers
minimal benefit to the customer.
The Group primarily sells short-term health insurance products. The term for short-term health insurance policies sold by the Group is
typically 12 months. The insurance company pays the Group a commission either in full upfront or in monthly installments based on the
underlying cash flows of the insurance policy (i.e. payments of the related premiums for the insurance policy purchased). The Group’s
contract terms can give rise to variable consideration due to the nature of its commission structure (e.g. policy changes or cancelations).
The Group determines the transaction price of its contracts by estimating commissions that the Group expects to be entitled to over the
premium collection term of the policy based on historical experience regarding premium retention and assumptions about future policyholder
behaviours and market conditions. Such estimates are “constrained” in accordance with IFRS 15 Revenue from Contracts with Customers , that
is, the Group uses the expected value method and only includes estimated amounts in the transaction price to the extent it is probable that a
significant reversal of cumulative revenue recognized for such transactions will not occur.
Insurance Technical Service
The Group provides intelligent operation services, intelligent risk control services and intelligent monitoring services to insurance
companies and insurance brokerage or agency companies. The Group has developed an intelligent operation platform in-house, which is a
comprehensive management platform for insurance product operations. It utilizes advanced big data analytics to push notification and provide
social media promotion for insurance companies and insurance brokerage or agency companies. The Group provides an AI-powered
intelligent risk control system to assist insurance companies in customer risk screening and mitigation, effectively reducing risk exposure and
improving profitability through real-time data analysis and fraud detection. The Group also provides an intelligent monitoring platform, which
monitors product endorsement failures, policy issuance failures and automates testing for order interfaces, core insurance pages and policy
term verification. The Group recognizes the revenue at a point in time when all the intelligent operation services are delivered.
–I - 1 8–


--- page 347 ---
APPENDIX I ACCOUNTANTS’ REPORT
The Group also provides technical services to selected insurance brokerage or agency companies where the Group allows other insurance
brokerage or agency companies to use its customer relationship management (“CRM”) system without taking possession of its software. The
Group has determined that the insurance brokerage or agency companies are its customers. The Group earns monthly system usage revenue
for providing the access to the Group’s CRM system, and the revenue is recognised over time over the period of service.
Healthcare-related Services
The Group sells integrated health service packages to individual customers and corporate customers. The services mainly include health
education, medical consultations, physical examinations, and wellness management. The Group recognizes the revenue at a point in time or
over time when the integrated health service packages are delivered.
The Group also provides digital marketing (market education services) and digital medical research assistance services to pharmaceutical
companies, healthcare companies and institutions. The Group solicits medical professionals nationwide to create healthcare-related
educational content delivered through text, video, and live broadcasts, emphasizing prevention, treatment, and rehabilitation. Digital medical
research assistance services primarily includes cross-sectional research, clinical data collection and analysis, and assistance in transformin g
research into academic publications. Each service has a unit price, and the service fee is mainly settled monthly with pharmaceutical
companies, healthcare companies and institutions. The Group recognizes the revenue at a point in time when the market education services
and digital medical research assistance services are delivered.
The Group enters into agreement with healthcare enterprises and foundations to provide public welfare early disease screening related
promotion and consultancy events, and offer health management, consultancy, education and examination services. The Group recognizes the
revenue at a point in time when the services are delivered.
For the contracts that involve third-party vendors, the Group considers itself as provider of the services as it has control of the specified
services at any time before it is transferred to the customers which is evidenced by (i) the Group is primarily responsible for the planning and
producing the content for the healthcare-related services and (ii) having latitude in selecting third party vendors and establishing pricing.
Therefore, the Group acts as the principal of these arrangements and recognizes the revenue earned and costs incurred related to these
transactions on a gross basis.
Other services
The Group displays advertisement for certain companies on its various website channels and mobile APPs and earns marketing service
revenue mainly based on the number of articles published and the number of advertisement displayed. The Group also organizes online and
offline marketing activities to showcase products and brands for certain companies, and charges fees based on the volume of activities. Other
service revenue is recorded at a point in time when the advertisement has been displayed.
Cost of revenue
Operating costs primarily consist of (i) procurement costs, representing cost incurred to purchase primarily content needed for our market
education services and digital medical research assistance services, as well as integrated health service packages, (ii) payroll and related
expenses for insurance agents and customer service personnel, (iii) transaction fees charged by third-party payment platforms related to
insurance brokerage service, and (iv) charges for the usage of the server and cloud service incurred for operational support of the platforms.
General and administrative expenses
General and administrative expenses primarily consist of (1) staff costs, comprising employee salaries, share-based compensation and
outsourced labor costs for administrative activities, (2) consulting service fees, representing service fees incurred for legal and audit service s,
(3) rents, depreciation and amortization representing office rental for workspaces, depreciation and amortisation, and (4) restructuring tax, in
relation to restructuring.
Research and development expenses
Research and development expenses primarily consist of (1) staff costs, comprising employee salaries, share-based compensation and
outsourced labor costs for research and development activities, (2) consulting fees, representing technology service fees, and (3) server costs,
primarily relating to cloud servers.
Sales and marketing expenses
Sales and marketing expenses primarily consist of (1) promotional expenses, incurred for posting advertisements and sending
promotional text messages, and (2) staff costs, comprising employee salaries, share based compensation and outsourced labor costs for sales
and marketing activities.
–I - 1 9–


--- page 348 ---
APPENDIX I ACCOUNTANTS’ REPORT
In order to attract new users, promote services, improve users’ experience as well as expand the overall coverage and participation of
users on its platform, the Group conducts user promotions through different types of incentives including the gift insurance products, medical
green channel services and gift physical examination services. Such marketing and promotion benefits are given to users for free and are
recorded in sales and marketing expenses.
Leases
Definition of 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.
For contracts entered into or modified, the Group assesses whether a contract is or contains a lease based on the definition under IFRS 16
at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the
contract are subsequently changed.
The Group as a lessee
Allocation of consideration to components of a contract
For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the
consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate
stand-alone price of the non-lease components.
Non-lease components are separated from lease component on the basis of their relative stand-alone prices.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to leases of equipment and office buildings that have a lease term of 12
months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of
low-value assets. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis or
another systematic basis over the lease term.
Right-of-use assets
The cost of right-of-use assets includes:
• the amount of the initial measurement of the lease liability;
• any lease payment made at or before the commencement date, less any lease incentive received;
• any initial direct cost incurred by the Group; and
• an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is
located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment loss, and adjusted for any remeasurement of
lease liabilities.
Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease
term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line
basis over the shorter of its estimated useful life and the lease term.
The Group presents right-of-use assets as a separate line item on the consolidated statement of financial position.
Refundable rental deposits
Refundable rental deposits paid are accounted for under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial
recognition are considered as additional lease payments and included in the cost of right-of-use assets.
Lease liabilities
At the commencement date of a lease, the Group recognizes and measures the lease liability at the present value of lease payments that
are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily determinable.
–I - 2 0–


--- page 349 ---
APPENDIX I ACCOUNTANTS’ REPORT
The lease payments include:
• fixed payments (including in-substance fixed payments) less any lease incentive receivable;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable by the Group under residual value guarantees;
• the exercise price of a purchase option if the Group is reasonably certain to exercise the option; and
• payments of penalties for terminating a lease, if the lease term reflects the Group exercising an option to terminate the lease.
After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.
The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever:
• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease
liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment;
• the lease payments change due to changes in expected payment under a guaranteed residual value, in which cases the related lease
liability is remeasured by discounting the revised lease payments using the initial discount rate.
The Group presents lease liabilities as a separate line item on the consolidated statement of financial position.
Lease modifications
The Group accounts for a lease modification as a separate lease if:
• the modification increases the scope of the lease by adding the right to use one or more underlying assets; and
• the consideration for the leases increases by an amount commensurate with the stand-alone price for the increase in scope and any
appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.
For a lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability based on the lease term of
the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
The Group accounts for the remeasurement of lease liabilities and lease incentives from the lessor by making corresponding adjustments
to the relevant right-of-use assets. When the modified contract contains a lease component and one or more additional lease or non-lease
components, the Group allocates the consideration in the modified contract to each lease component on the basis of the relative stand-alone
price of the lease component and the aggregate stand-alone price of the non-lease components.
Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that
entity (foreign currencies) are recognized at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting
period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at
fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined.
When a fair value gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is also
recognized in profit or loss. When a fair value gain or loss on a non-monetary item is recognized in other comprehensive income, any
exchange component of that gain or loss is also recognized in other comprehensive income. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognized in profit or
loss in the period in which they arise, except for exchange differences on monetary items receivable from or payable to a foreign operation for
which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are
recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the Group’s
interests in associate.
For the purposes of presenting the Historical Financial Information, the assets and liabilities of the Group’s operations are translated into
the presentation currency of the Group (i.e. RMB) using exchange rates prevailing at the end of each reporting period. Income and expenses
items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case
the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income
and accumulated in equity under other reserves (attributed to non-controlling interests as appropriate).
–I - 2 1–


--- page 350 ---
APPENDIX I ACCOUNTANTS’ REPORT
The Historical Financial Information is presented in RMB.
On the disposal of a foreign operation (that is, a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss
of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that
includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in
respect of that operation attributable to the owners of the Company are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the
proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognized in profit or loss.
For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant
influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.
Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to
them and that the grants will be received.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate
financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.
Retirement benefit costs
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling
them to the contributions.
Short-term and other long-term employee benefits
Short-term employee benefits are recognized at the undiscounted amount of the benefits expected to be paid as and when employees
rendered the services. All short-term employee benefits are recognized as an expense unless another IFRS Accounting Standard requires or
permits the inclusion of the benefit in the cost of an asset.
A liability is recognized for benefits accruing to employees (such as wages and salaries, annual leave and sick leave) after deducting any
amount already paid.
Liabilities recognized in respect of other long-term employee benefits are measured at the present value of the estimated future cash
outflows expected to be made by the Group in respect of services provided by employees up to the reporting date. Any change in the
liabilities’ carrying amounts resulting from service cost, interest and remeasurements are recognized in profit or loss except to the extent that
another IFRS Accounting standard requires or permits their inclusion in the cost of an asset.
Insurance Premium Payables
Insurance premium payables are insurance premiums collected on behalf of insurance companies but not yet remitted at the end of each
reporting period.
Equity-settled share-based payment transactions
Shares/Share options granted to employees
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity
instruments at the grant date.
The fair value of the equity-settled share-based payments determined at the grant date without taking into consideration all non-market
vesting conditions is expensed using graded vesting method over the vesting period, based on the Group’s estimate of equity instruments that
will eventually vest, with a corresponding increase in equity (share-based payments reserve). At the end of each reporting period, the Group
revises its estimate of the number of equity instruments expected to vest based on assessment of all relevant non-market vesting conditions.
The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to the share-based payments reserve.
For shares/share options that vest immediately at the date of grant, the fair value of the shares/share options granted is expensed
immediately to profit or loss.
–I - 2 2–


--- page 351 ---
APPENDIX I ACCOUNTANTS’ REPORT
When share options are exercised, the amount previously recognized in share-based payments reserve will be transferred to share capital
and capital reserve. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount
previously recognized in share-based payments reserve will continue to be held in share-based payments reserve.
When shares granted are vested, the amount previously recognized in share-based payments reserve will continue to be in other reserves.
Shares/Share options granted to non-employees
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services
received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments
granted, measured at the date the Group obtains the goods or the counterparty renders the service. The fair values of the goods or services
received are recognized as expenses (unless the goods or services qualify for recognition as assets).
Modification to the terms and conditions of the share-based payment arrangements
When the terms and conditions of an equity-settled share-based payment arrangement are modified, the Group recognizes, as a
minimum, the services received measured at the grant date fair value of the equity instruments granted, unless those equity instruments do not
vest because of failure to satisfy a vesting condition (other than a market condition) that was specified at grant date. In addition, if the Group
modifies the vesting conditions (other than a market condition) in a manner that is beneficial to the employees, for example, by reducing the
vesting period, the Group takes the modified vesting conditions into consideration over the remaining vesting period.
The incremental fair value granted, if any, is the difference between the fair value of the modified equity instruments and that of the
original equity instruments, both estimated as at the date of modification.
If the modification occurs after vesting period, the incremental fair value granted is recognized immediately, or over the vesting period if
additional period of service is required before the modified equity instruments are vested.
If the modification reduces the total fair value of the share-based arrangement, or is not otherwise beneficial to the employee, the Group
continues to account for the original equity instruments granted as if that modification had not occurred.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit/loss before tax because of income or
expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Historical Financial
Information and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all
taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is
probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets
and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets
and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and at the time of the transaction does not give
rise to equal taxable and deductible temporary differences. In addition, deferred tax liabilities are not recognized if the temporary difference
arises from the initial recognition of goodwill.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the
Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only
recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary
differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or
the asset is realized, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
–I - 2 3–


--- page 352 ---
APPENDIX I ACCOUNTANTS’ REPORT
For the purposes of measuring deferred tax for leasing transactions in which the Group recognizes the right-of-use assets and the related
lease liabilities, the Group first determines whether the tax deductions are attributable to the right-of-use assets or the lease liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive
income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in
equity respectively.
Restricted bank deposits
Restricted bank deposits include premiums received from certain insured collected by the Group in a fiduciary capacity until disbursed to
the corresponding insurance companies and guarantee deposits determined based on certain percentage of share capital of certain subsidiaries
of the Group in the PRC in accordance with the local regulatory requirements.
Property, plant and equipment
Property, plant and equipment are tangible assets that are held for use in the supply of services, or for administrative purposes. Property,
plant and equipment are stated in the consolidated statement of financial position at cost less subsequent accumulated depreciation and
subsequent accumulated impairment losses, if any.
Depreciation is recognized so as to write off the cost of assets less their residual values over their estimated useful lives, using the
straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period,
with the effect of any changes in estimate accounted for on a prospective basis. The principal annual rates used for this purpose are as follows:
Electronic equipment 19.00% to 32.33%
Office furniture and equipment 19.00% to 32.33%
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from
the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined
as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at costs less accumulated amortization and any
accumulated impairment losses. Amortization for intangible assets with finite useful lives is recognized on a straight-line basis over their
estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of
any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately
are carried at cost less any subsequent accumulated impairment losses.
Internally-generated intangible assets - research and development expenditure
Expenditure on research activities is recognized as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development activities (or from the development phase of an internal project) is
recognized if, and only if, all of the following have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
–I - 2 4–


--- page 353 ---
APPENDIX I ACCOUNTANTS’ REPORT
The amount initially recognized for internally-generated intangible asset is the sum of the expenditure incurred from the date when the
intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized,
development expenditure is recognized in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and
accumulated impairment losses (if any), on the same basis as intangible assets that are acquired separately.
Impairment on property, plant and equipment, right-of-use assets and intangible assets
At the end of the reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use assets and
intangible assets with finite useful lives to determine whether there is any indication that these assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if
any). Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually,
and whenever there is an indication that they may be impaired.
The recoverable amount of property, plant and equipment, right-of-use assets and intangible assets are estimated individually. When it is
not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-generating unit to which
the asset belongs.
In addition, the Group assesses whether there is indication that corporate assets may be impaired. If such indication exists, corporate
assets are also allocated to individual cash-generating units, when a reasonable and consistent basis of allocation can be identified, or
otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be
identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or a cash-generating unit (“CGU”) is estimated to be less than its carrying amount, the carrying
amount of the asset (or a CGU) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be
allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-
generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-
generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is
allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the
carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the
highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss
that would otherwise have been allocated to the asset is allocated on pro rata basis to the other assets of the unit or the group of cash-
generating units. An impairment loss is recognized immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or a CGU or a group of cash-generating units) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognized for the asset (or a CGU or a group of cash-generating units) in prior
years. A reversal of an impairment loss is recognized immediately in profit or loss.
Financial instruments
Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the
instrument. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way
purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or
convention in the market place.
Financial assets and financial liabilities are initially measured at fair value except for accounts receivables arising from contracts with
customers which are initially measured in accordance with IFRS 15. Transaction costs that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than financial assets or financial liabilities at “FVTPL”) are added to or deducted from the
fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to th e
acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating
interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs
and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period,
to the net carrying amount on initial recognition.
–I - 2 5–


--- page 354 ---
APPENDIX I ACCOUNTANTS’ REPORT
Financial assets
Classification and subsequent measurement of financial assets
Financial assets that meet the following conditions are subsequently measured at amortized cost:
• the financial asset is held within a business model whose objective is to collect contractual cash flows; and
• the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income
(“FVTOCI”):
• the financial asset is held within a business model whose objective is achieved by both selling and collecting contractual cash flows;
and
• the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
All other financial assets are subsequently measured at FVTPL, except that at the date of initial recognition of a financial asset, the
Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if that equity
investment is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3
Business Combinations applies.
A financial asset is held for trading if:
• it has been acquired principally for the purpose of selling in the near term; or
• on initial recognition it is a part of a portfolio of identified financial instruments that the Group manages together and has a recent
actual pattern of short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument.
In addition, the Group may irrevocably designate a financial asset that is required to be measured at the amortized cost or FVTOCI as
measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
(i) Amortized cost and interest income
Interest income is recognized using the effective interest method for financial assets measured subsequently at amortized cost and
debt instruments/receivables subsequently measured at FVTOCI. Interest income is calculated by applying the effective interest rate to
the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For
financial assets that have subsequently become credit-impaired, interest income is recognized by applying the effective interest rate to the
amortized cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves
so that the financial asset is no longer credit-impaired, interest income is recognized by applying the effective interest rate to the gross
carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer
credit-impaired.
(ii) Equity instruments designated as at FVTOCI
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in
fair value recognized in other comprehensive income and accumulated in the reserve; and are not subject to impairment assessment. The
cumulative gain or loss is not reclassified to profit or loss on disposal of the equity investments, and is transferred to retained profits.
Dividends from these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the
dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in
the other income line item in profit or loss.
(iii) Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI or designated as FVTOCI are
measured at FVTPL.
–I - 2 6–


--- page 355 ---
APPENDIX I ACCOUNTANTS’ REPORT
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses
recognized in profit or loss. The net gain or loss recognized in profit or loss excludes any dividend or interest earned on the financial
asset which is included in the “other income and expenses” line item.
Impairment of financial assets
The Group performs impairment assessment under expected credit loss (“ECL”) model on financial assets (including accounts
receivables, bank balances, restricted bank deposits, term deposits and other receivables), and other items (contract assets) which are subject
to impairment under IFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In
contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is expected to result from default events that are possible
within 12 months after the reporting date. Assessments are done based on the Group’s historical credit loss experience, adjusted for factors
that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as
the forecast of future conditions.
The Group always recognizes lifetime ECL for accounts receivables and contract assets. The ECL on these assets are assessed
collectively using a provision matrix with appropriate groupings.
For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless when there has been a significant increase in
credit risk since initial recognition, the Group recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized is
based on significant increases in the likelihood or risk of a default occurring since initial recognition.
(i) Significant increase in credit risk
In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of
initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and
supportable, including historical experience and forward-looking information that is available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has increased significantly:
• an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating;
• significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default
swap prices for the debtor;
• existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease
in the debtor’s ability to meet its debt obligations;
• an actual or expected significant deterioration in the operating results of the debtor;
• significant increases in credit risk on other financial instrument’s of the same debtor;
• an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results
in a significant decrease in the debtor’s ability to meet its debt obligations.
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial
recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that
demonstrates otherwise.
Despite the aforegoing, the Group assumes that the credit risk on a debt instrument has not increased significantly since initial
recognition if the debt instrument is determined to have low credit risk at the reporting date. A debt instrument is determined to have low
credit risk if i) it has a low risk of default, ii) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term
and iii) adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the
borrower to fulfill its contractual cash flow obligations. The Group considers a debt instrument to have low credit risk when it has an internal
or external credit rating of ‘investment grade’ as per globally understood definitions.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk
and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount
becomes past due.
–I - 2 7–


--- page 356 ---
APPENDIX I ACCOUNTANTS’ REPORT
(ii) Definition of default
For internal credit risk management, the Group considers an event of default occurs when information developed internally or
obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into
account any collaterals held by the Group).
Irrespective of the above, the Group considers that default has occurred when a financial asset is more than 90 days past due unless
the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
(iii) Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of
that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:
(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event;
(c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted
to the borrower a concession(s) that the lender(s) would not otherwise consider;
(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganization;
(e) the disappearance of an active market for that financial asset because of financial difficulties; or
(f) the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.
(iv) Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and
there is no realistic prospect of recovery, for example, when the counterparty has been placed under liquidation or has entered into
bankruptcy proceedings, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still
be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. A
write-off constitutes a derecognition event. Any subsequent recoveries are recognized in profit or loss.
(v) Measurement and recognition of ECL
The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a
default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data
adjusted by forward-looking information. Estimation of ECL reflects an unbiased and probability-weighted amount that is determined
with the respective risks of default occurring as the weights.
The Group uses a practical expedient in estimating ECL on trade receivables using a provision matrix taking into consideration
historical credit loss experience and forward looking information that is available without undue cost or effort.
Generally, the ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract
and the cash flows that the Group expects to receive, discounted at the effective interest rate determined at initial recognition.
Where ECL is measured on a collective basis or cater for cases where evidence of significant increases in credit risk at the
individual instrument level may not yet be available, the financial instruments are grouped on the following basis:
• Nature of financial instruments (i.e. the Group’s accounts and other receivables, and contract assets);
• Past-due status;
• Nature, size and industry of debtors; and
• External credit ratings where available.
–I - 2 8–


--- page 357 ---
APPENDIX I ACCOUNTANTS’ REPORT
The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk
characteristics.
Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in
which case interest income is calculated based on amortized cost of the financial asset.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying amount,
with the exception of accounts receivables, other receivables and contract assets where the corresponding adjustment is recognized
through a loss allowance account.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the
consideration received and receivable is recognized in profit or loss.
Financial liabilities and equity
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual
arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.
Financial liabilities
All financial liabilities are subsequently measured at amortized cost using the effective interest method or at FVTPL.
Financial liabilities at amortized cost
Financial liabilities including accounts payables, accrued expenses and other payables, insurance premium payables, and lease liabilities
are subsequently measured at amortized cost, using the effective interest method.
Financial liabilities at FVTPL
For financial liabilities that are designated as at FVTPL, the amount of changes in the fair value of the financial liability that is
attributable to changes in the credit risk of that liability is recognized in other comprehensive income, unless the recognition of the effects of
changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. For
financial liabilities that contain embedded derivatives, such as convertible redeemable preferred shares, the changes in fair value of the
embedded derivatives are excluded in determining the amount to be presented in other comprehensive income. Changes in fair value
attributable to a financial liability’s credit risk that are recognized in other comprehensive income are not subsequently reclassified to profit o r
loss; instead, they are transferred to accumulated losses upon derecognition of the financial liability.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, canceled 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.
Derivative financial instruments
Derivatives are initially recognized at fair value at the date when derivative contracts are entered into and are subsequently remeasured to
their fair value at the end of the reporting period. The resulting gain or loss is recognized in profit or loss.
–I - 2 9–


--- page 358 ---
APPENDIX I ACCOUNTANTS’ REPORT
Embedded derivatives
Derivatives embedded in hybrid contracts that contain financial asset hosts within the scope of IFRS 9 are not separated. The entire
hybrid contract is classified and subsequently measured in its entirety as either amortized cost or fair value as appropriate.
Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IFRS 9 are treated as separate
derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts
and the host contracts are not measured at FVTPL.
Generally, multiple embedded derivatives in a single instrument that are separated from the host contracts are treated as a single
compound embedded derivative unless those derivatives relate to different risk exposures and are readily separable and independent of each
other.
Convertible Redeemable preferred shares
The Series A, A+, B, B+, C, C-1, D-1 and D-2 convertible redeemable preferred shares, collectively referred to as the Preferred Shares,
are issued by the Company and convertible and redeemable. The details of these Preferred Shares are set out in note 30.
The redemption right of the Preferred Shares has created a contractual obligation on the Company to deliver cash, and when the
Preferred Shares are converted to fully paid and non-assessable ordinary shares of the Company, the number of ordinary shares to be
converted is not fixed due to the potential adjustments to the conversion price under certain circumstances. The Company does not account for
the embedded derivatives separately from the host contract and designates the entire convertible redeemable preferred shares as financial
liabilities at FVTPL with subsequent fair value change recognized in “Fair value changes of convertible redeemable preferred shares” in profit
or loss. Any directly attributable transaction costs are recognized as finance costs in profit or loss. In subsequent period, changes in fair value
are recognized in profit or loss as fair value gain or loss except for changes in the fair value that is attributable to changes in its own credit risk
(excluding changes in fair value of the derivatives component) and is recognized in other comprehensive income, unless the recognition of the
effects of changes in the credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes
in fair value attributable to its own credit risk that are recognized in other comprehensive income are not subsequently reclassified to profit or
loss, they are transferred to accumulated losses upon derecognition.
4. CRITICAL ACCOUNTING JUDGEMENT AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the Historical Financial Information requires the directors of the Company to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the reported revenue and expenses during the years ended December 31, 2022, 2023
and 2024, and the six months ended June 30, 2025 in the Historical Financial Information and accompanying notes.
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of
future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The estimates and
assumptions that have a significant risk of causing a material adjustment to the Group’s financial position and results of operation are
addressed below:
Retention rate used when estimating insurance brokerage income
In determining the transaction price of insurance brokerage income, the Group decides to use the expected value method to estimate the
variable consideration as well as considers the requirements on constraining estimates of variable consideration only to the extent that it is
highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with
the variable consideration is subsequently resolved. The Group estimates the variable consideration (including the constraint) over the
expected life of the insurance policy from its effective date. The estimate is based, in part, on the historical premium retention/persistency rate
of insurance product categories (i.e., the likelihood of renewal). The Group estimates such rate based on the history of payment patterns of
insurance products as well as the Group’s expectation of future collection. The Group focuses on assessing whether the estimate of variable
consideration is constrained, and such constraint factor will be included in the estimate of historical retention rate. For these reasons, the
Group records insurance brokerage income at the beginning of the insurance period with a corresponding contract asset and reassesses the
estimates of the transaction price at each reporting date.
Estimation of the fair value of the convertible redeemable preferred shares
The convertible redeemable preferred shares issued by the Company are not traded in any active market and the respective fair value is
determined by using valuation techniques. The Group applied the discounted cash flow method to determine the underlying equity value of
the Company and adopted option-pricing method and equity allocation model to determine the fair value of the convertible redeemable
preferred shares. Key assumptions and inputs such as the timing of the liquidation, redemption or IPO event as well as the probability of the
various scenarios were based on the Group’s best estimates. Further details are included in note 30.
–I - 3 0–


--- page 359 ---
APPENDIX I ACCOUNTANTS’ REPORT
Estimation of the fair value of the equity-settled share-based payment transactions
Equity-settled share-based payments to selected directors, employees and external consultants are measured at the fair value of the equity
instruments at the grant date. The Group applied the binominal pricing model to determine the fair value. Key assumptions and key inputs
such as the ordinary share price, exercise price, expected volatility, expected life and risk-free interest rate were based on the Group’s best
estimates. The fair value of the equity instruments estimated at grant date would have impact on the share-based payment recognized in
subsequent period. Further details are included in note 34.
Recognition of deferred tax asset
The Group had unused tax losses and deductible temporary differences available for offsetting against future profits as at December 31,
2022, 2023 and 2024, and June 30, 2025. Only certain amounts of deferred tax asset have been recognized in respect of such unused tax losses
and deductible temporary differences. No deferred tax asset has been recognized in respect of the other unused tax losses and deductible
temporary differences as it is not probable that sufficient taxable profit will be available against which these amounts can be utilized. The
realizability of the deferred tax asset mainly depends on whether sufficient future profits or taxable temporary differences will be available in
the future. In cases where the actual future taxable profits generated are less or more than expected or change in facts and circumstances
which results in revision of future taxable profits estimation, a material reversal or further recognition of deferred tax assets may arise, which
would be recognized in profit or loss for the period in which such a reversal or further recognition takes place. Further details are included in
note 31.
5. SEGMENT INFORMATION
Information reported to the Chief Executive Officer, being the Chief Operating Decision Maker of the Group, for the purposes of
resource allocation and performance assessment focuses on metrics of consolidated operating profit or loss and revenue analysis by type of
services. No other discrete financial information is provided other than the Group’s results and financial position as a whole. Accordingly,
only entity-wide disclosures, major customers and geographic information are presented.
Information about major customers
Revenue from customers of the corresponding years/periods contributing over 10% of the total sales of the Group are as follows:
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000
% of total
revenue RMB’000
% of total
revenue RMB’000
% of total
revenue RMB’000
% of total
revenue RMB’000
% of total
revenue
(unaudited)
Insurance technical
service income
Customer A ...... 16,500 4.19 49,828 10.17 36,031 3.81 20,662 5.82 18,975 2.89
Customer B ...... 96,538 24.53 73,926 15.09 55,631 5.89 30,734 8.65 25,372 3.87
Insurance brokerage
service income
Customer A ...... 50,131 12.74 40,795 8.33 33,665 3.55 15,765 4.44 10,843 1.65
Customer B ...... 33,171 8.43 37,837 7.72 41,792 4.42 23,377 6.58 17,918 2.73
Healthcare-related
service income
Customer A ...... 11,084 2.82 33,571 6.85 9,268 0.98 5,064 1.43 120 0.02
Customer B ...... 8,625 2.19 9,694 1.98 6,172 0.65 3,312 0.93 2,790 0.43
Customer C ...... – – – – 216,744 22.94 42,722 12.03 152,756 23.28
Customer D ...... – – 6,180 1.26 162,499 17.20 72,382 20.38 164,079 25.01
Other services income
Customer B ...... – – – – 3 3 0 0.03 – – – –
Revenue from customer A exceeded 10% of the sales of the Group for the two years ended December 31, 2023 and the six months ended
June 30, 2024. Revenue from customer B exceeded 10% of the sales of the Group for all three years ended December 31, 2024 and the six
months ended June 30, 2024. Revenue from customer C exceeded 10% of the sales of the Group for the year ended December 31, 2024 and
the six months ended June 30, 2024 and 2025. Revenue from customer D exceeded 10% of the sales of the Group for the year ended
December 31, 2024 and the six months ended June 30, 2024 and 2025. Their revenue categorized by the type of services are illustrated above.
–I - 3 1–


--- page 360 ---
APPENDIX I ACCOUNTANTS’ REPORT
Geographical information
The revenue from external customers of the Group is mainly generated in mainland China, and the non-current assets are mainly located
in mainland China.
6. REVENUE
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Type of services
Insurance technical service .................................... 180,448 191,759 188,280 86,277 99,368
Insurance brokerage service ................................... 140,538 134,987 133,260 61,348 50,733
Healthcare-related service ..................................... 59,777 155,361 616,927 203,480 503,325
Other services .............................................. 12,844 7,854 6,539 4,080 2,663
Total ...................................................... 393,607 489,961 945,006 355,185 656,089
Timing of revenue recognition
At a point in time ............................................ 347,512 422,681 896,088 340,078 636,178
Over time .................................................. 46,095 67,280 48,918 15,107 19,911
Total ...................................................... 393,607 489,961 945,006 355,185 656,089
The service period of most relevant contracts with customers are for periods of one year or less. For other contracts with a non-
cancellable term of more than one year, under which the Group has the right to bill an amount that corresponds directly with the value
transferred to customers of the performance completed to date, the Group elects to apply practical expedient by recognizing revenue in the
amount to which it has right to invoice. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not
disclosed.
7. PROFIT BEFORE TAX
Profit before tax has been arrived at after charging:
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB'000 RMB'000 RMB'000 RMB’000 RMB’000
(unaudited)
(a) Staff costs .................................................... 113,969 121,077 150,123 66,764 77,138
(b) Other items
Procurement costs ............................................... 1,597 55,249 513,994 152,759 414,136
Insurance channel expenses ....................................... 55,537 30,334 55,377 19,184 19,897
Advertising and marketing expenses ................................ 48,150 107,044 129,308 60,828 86,973
Server costs ................................................... 2,398 4,599 5,514 1,391 4,052
Consulting services fees .......................................... 10,709 12,329 11,898 5,657 4,748
Payment service fees ............................................ 3,640 3,179 2,275 1,478 1,035
Depreciation and amortization
Right-of-use assets ............................................ 5,286 4,334 4,701 2,343 2,067
Property, plant and equipment and intangible assets .................. 4 8 1 3 3 4 2 7 4 1 1 9 2 1 6
Finance cost ................................................... 3 3 7 3 1 8 1 2 3 9 1 4 7
Listing expense ................................................. – – 12,085 5,616 13,098
8. INCOME TAX EXPENSE/(CREDIT)
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Continuing operation
Taxation for the year
Current income tax
- PRC Enterprise Income Tax ................................... 5,458 1,007 1,445 – 1,467
Deferred income tax (note 31) ................................... 9,979 6,359 (3,055) (3,475) (738)
Total ...................................................... 15,437 7,366 (1,610) (3,475) 729
–I - 3 2–


--- page 361 ---
APPENDIX I ACCOUNTANTS’ REPORT
Cayman Islands
The Company was incorporated in the Cayman Islands. Under the current tax laws of the Cayman Islands, the Company is not subject to
tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be
imposed.
PRC
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the EIT Law, the tax rate of the
PRC subsidiaries was 25% during the years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025. One of the
PRC subsidiaries was qualified as high and new technology enterprises assessed by relevant governmental authorities and enjoys a
preferential income tax rate of 15% under the EIT Law.
The tax expense/(credit) for the years/periods can be reconciled to the profit before tax per the consolidated statements of profit or loss
and other comprehensive income as follows:
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit before tax from continuing operation ........................ 6,339 104,535 7,380 11,113 86,774
Tax at the statutory rate of 25% ................................. 1,585 26,134 1,845 2,778 21,694
Expenses not deductible for tax purpose .......................... 1,967 2,563 3,345 50 1,535
Additional deduction for research and development expenses .......... (2,556) (7,231) (11,052) (6,494) (5,818)
Effect of unused tax losses and deductible temporary differences not
recognized ............................................... 2,306 2,781 4,015 2,118 31
Effect of recognized or utilization of unused tax losses not recognized in
prior periods .............................................. (25,075) (27,048) (14,334) (7,631) (4,622)
Utilization of deductible temporary differences previously not
recognized ................................................ (372) (1,474) (65) (64) –
Effect of preferential tax rate ................................... (160) (477) (467) (467) (80)
Effects of different tax rates applied to group entities ................ 37,742 12,118 15,103 6,235 (12,011)
Tax expense/(credit) for the year/period ........................... 15,437 7,366 (1,610) (3,475) 729
9. DIVIDENDS
Except for the deemed distribution disclosed in note 42, no dividend was paid or proposed for ordinary shareholders of the Company
during the years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025.
10. DISCONTINUED OPERATIONS
As stated in note 1.2, the Company completed a spin-off and discontinued its Excluded Business on June 28, 2024 at a consideration of
RMB nil. The carrying value of the Disposed Entities’ net asset amounted to negative RMB282,000 at the time of disposal, and a gain on
disposal of subsidiaries was recorded in the consolidated financial statement of profit or loss and other comprehensive income.
As the Excluded Business was formerly a component of the Group and its operations and cash flows can be clearly distinguished
operationally and for financial reporting purposes, from the rest of the Group, it qualifies as a discontinued operation. Accordingly, the
Excluded Business’ financial results for the years ended December 31, 2022, 2023 and the period up to June 28, 2024 are presented in the
consolidated statements of profit or loss and other comprehensive income as discontinued operations.
–I - 3 3–


--- page 362 ---
APPENDIX I ACCOUNTANTS’ REPORT
The results of the discontinued operations for each of the years ended December 31, 2022, 2023 and 2024, and the six months ended
June 30, 2024, which have been included in the consolidated statement of profit or loss and other comprehensive income, were as follows:
Year ended December 31,
Six months
ended June 30,
2022 2023 2024 2024
RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue ........................................................... 15,921 37,638 29,883 29,883
Cost of revenue ...................................................... ( 19,078) (45,806) (14,923) (14,923)
Other income ....................................................... 50,832 18,706 – –
Administrative expenses ............................................... ( 2,341) (2,361) (1,019) (1,019)
Sales and marketing expenses .......................................... ( 27,511) (24,850) (9,257) (9,257)
Research and development expenses ..................................... ( 8,484) (6,880) (2,806) (2,806)
Profit/(loss) before tax ................................................ 9,339 (23,553) 1,878 1,878
Income tax expense .................................................. (2,335) – (470) (470)
Profit/(loss) for the year/period ......................................... 7,004 (23,553) 1,408 1,408
On June 28, 2024, the Group discontinued its Excluded Business. At the time of disposal of its Disposed Entities, the net liabilities of
Disposed Entities were as follows:
June 28,
2024
RMB’000
Analysis of assets and liabilities over which control was lost:
Property, plant and equipment ........................................................................... 6
Accounts receivables .................................................................................. 1,188
Prepayment and other receivables ........................................................................ 2,191
Cash and cash equivalents .............................................................................. 8,929
Accrued expenses and other payables ..................................................................... (12,721)
Non-controlling interest ................................................................................ 1 2 5
Net liabilities disposed of .............................................................................. (282)
Gain on disposal of subsidiaries:
Consideration received and receivable .................................................................... –
Net liabilities disposed of .............................................................................. (282)
Gain on disposal ..................................................................................... 2 8 2
Net cash outflow arising on disposal:
Cash consideration .................................................................................... –
Less: cash and cash equivalents disposed of ................................................................ (8,929)
(8,929)
Cash flows from discontinued operations:
Year ended December 31,
Six months
ended June 30,
2022 2023 2024 2024
RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Net cash inflow/(outflow) from operating activities ......................... 15,536 (23,832) (2,162) (2,162)
Net cash inflow/(outflow) from investing activities .......................... – – – –
Net cash inflow/(outflow) from financing activities ......................... – – – –
–I - 3 4–


--- page 363 ---
APPENDIX I ACCOUNTANTS’ REPORT
11. (LOSS)/EARNINGS PER SHARE
From continuing operations
The calculation of the basic and diluted (loss)/earnings per share attributable to owners of the Company is based on the following data:
(Loss)/earnings figure are calculated as follows:
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
(Loss)/profit for the year/period attributable to owners of the Company . . . (2,061) 73,645 10,398 15,996 86,045
Less: profit/(loss) for the year/period from discontinued operations
attributable to owners of the Company ........................... 7,037 (23,524) 1,408 1,408 –
(Loss)/earnings for the purpose of basic (loss)/earnings per share from
continuing operations ........................................ (9,098) 97,169 8,990 14,588 86,045
Effect of dilutive potential ordinary shares:
Fair value changes of convertible redeemable preferred shares .......... – 48,297 – – (53,827)
(Loss)/earnings for the purpose of diluted (loss)/earnings per share from
continuing operations ........................................ (9,098) 145,466 8,990 14,588 32,218
Number of shares
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
‘000 ‘000 ‘000 ‘000 ‘000
(unaudited)
Weighted average number of ordinary shares for the purpose of basic
(loss)/earnings per share ...................................... 800,684 800,684 800,684 800,684 800,684
Effect of dilutive potential ordinary shares:
Share options granted under the employee share option plan ............ – 193,166 209,017 193,513 204,087
Convertible redeemable preferred shares ........................... – 1,029,317 – – 1,006,543
Weighted average number of ordinary shares for the purpose of diluted
(loss)/earnings per share ...................................... 800,684 2,023,167 1,009,701 994,197 2,011,314
The number of shares used in this earnings/loss per share calculation is based on the actual number of shares issued as of the end of the
respective reporting periods without considering the share consolidation upon the completion of the IPO.
From continuing and discontinued operations
The calculation of the basic and diluted (loss)/earnings per share from continuing and discontinued operations attributable to owners of
the Company is based on the following data:
(Loss)/earnings figures are calculated as follows:
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
(Loss)/profit for the year/period attributable to owners of the Company ....... (2,061) 73,645 10,398 15,996 86,045
Effect of dilutive potential ordinary shares:
Fair value changes of convertible redeemable preferred shares .............. – 48,297 – – (53,827)
(Loss)/earnings for the purpose of diluted (loss)/earnings per share from
continuing and discontinued operations .............................. (2,061) 121,942 10,398 15,996 32,218
The denominators used are the same as those detailed above in the continuing operations section for both basic and diluted (loss)/
earnings per share.
Basic earnings/loss per share for the discontinued operations for the years ended December 31, 2022, 2023 and 2024, and the six months
ended June 30, 2024 are earnings of RMB 0.88 cents per share, loss of RMB 2.94 cents per share, earnings of RMB 0.18 cents per share, and
earnings of RMB 0.18 cents per share, respectively. Diluted earnings/loss per share for the discontinued operations for the years ended
December 31, 2022, 2023 and 2024, and the six months ended June 30, 2024 are earnings of RMB 0.88 cents per share, loss of
RMB 1.16 cents per share, earnings of RMB 0.14 cents per share, and earnings of RMB 0.14 cents per share, respectively. They are based on
–I - 3 5–


--- page 364 ---
APPENDIX I ACCOUNTANTS’ REPORT
the profit for the year of RMB 7,037,000, loss for the year of RMB 23,524,000, profit for the year of RMB 1,408,000, and profit for the period
of RMB 1,408,000 for the three years ended December 31, 2024 and the six months ended June 30, 2024 from the discontinued operation, and
the denominators detailed above in the continuing operation section for both basic and diluted (loss)/earnings per share.
The computation of diluted earnings/loss per share does not assume the exercise of the Company’s outstanding share options for the year
ended December 31, 2022 and the conversion of convertible redeemable preferred shares for the years ended December 31, 2022 and 2024,
and the six months ended June 30, 2024 since their assumed exercise or conversion would result in a decrease/increase in (loss)/earnings per
share from continuing operations.
12. DIRECTORS’ AND CHIEF EXECUTIVE OFFICER’S EMOLUMENTS
Directors’ and Chief Executive Officer’s (“CEO”) remuneration for the years ended December 31, 2022, 2023 and 2024, and for the
six months ended June 30, 2024 and 2025, disclosed pursuant to the applicable Listing Rules and Companies Ordinance, are as follows:
(a) Directors and CEO
Year ended December 31, 2022,
Fees
Salaries
and
allowances
Performance-
based
bonuses
Retirement
benefit
scheme
contributions Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive director and CEO
YANG Yin (Note i) – 1,339 2,218 124 3,681
Executive director
WANG Jing (Note ii)
– 1,396 1,770 124 3,290
Non-executive directors
LIAN Meng (Note iii)
– ––– –
WU Bin (Note iv) – ––– –
SHAW Roman Jun (Note v) – ––– –
WANG Haifeng (Note vi) – ––– –
CHEN Gang (Note vii) – ––– –
Total – 2,735 3,988 248 6,971
Year ended December 31, 2023,
Fees
Salaries
and
allowances
Performance-
based
bonuses
Retirement
benefit
scheme
contributions Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive director and CEO
YANG Yin (Note i) – 1,325 1,850 108 3,283
Executive director
WANG Jing (Note ii)
– 1,325 1,411 108 2,844
Non-executive directors
LIAN Meng (Note iii)
– ––– –
WU Bin (Note iv) – ––– –
SHAW Roman Jun (Note v) – ––– –
WANG Haifeng (Note vi) – ––– –
CHEN Gang (Note vii) – ––– –
ZHAO Yuping (Note viii) – ––– –
Total – 2,650 3,261 216 6,127
–I - 3 6–


--- page 365 ---
APPENDIX I ACCOUNTANTS’ REPORT
Year ended December 31, 2024,
Fees
Salaries
and
allowances
Performance-
based
bonuses
Retirement
benefit
scheme
contributions Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive director and CEO
YANG Yin (Note i) – 1,325 2,211 115 3,651
Executive director
WANG Jing (Note ii)
– 1,325 1,277 115 2,717
Non-executive directors
LIAN Meng (Note iii)
– ––– –
WU Bin (Note iv) – ––– –
SHAW Roman Jun (Note v) – ––– –
CHEN Gang (Note vii) – ––– –
ZHAO Yuping (Note viii) – ––– –
Total – 2,650 3,488 230 6,368
Six months ended June 30, 2025
Fees
Salaries
and
allowances
Performance-
based
bonuses
Retirement
benefit
scheme
contributions Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive director and CEO
YANG Yin (Note i) – 662 1,549 32 2,243
Executive director
WANG Jing (Note ii)
– 618 950 32 1,600
Non-executive directors
LIAN Meng (Note iii)
–– – – –
WU Bin (Note iv) –– – – –
SHAW Roman Jun (Note v) –– – – –
CHEN Gang (Note vii) –– – – –
ZHAO Yuping (Note viii) –– – – –
ZHENG Kaihuan (Note ix) –– – – –
Total – 1,280 2,499 64 3,843
Six months ended June 30, 2024 (Unaudited)
Fees
Salaries
and
allowances
Performance-
based
bonuses
Retirement
benefit
scheme
contributions Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive director and CEO
YANG Yin (Note i) – 662 1,349 56 2,067
Executive director
WANG Jing (Note ii)
– 662 776 56 1,494
Non-executive directors
LIAN Meng (Note iii)
– ––– –
WU Bin (Note iv) – ––– –
SHAW Roman Jun (Note v) – ––– –
CHEN Gang (Note vii) – ––– –
ZHAO Yuping (Note viii) – ––– –
Total – 1,324 2,125 112 3,561
Notes:
(i) YANG Yin was appointed as executive director and CEO of the Company in November 2014 and was appointed as chairman of the
Company in February 2017.
(ii) WANG Jing was appointed as executive director of the Company in February 2017.
(iii) LIAN Meng was appointed as non-executive director of the Company in February 2017 and resigned in January 2025.
(iv) WU Bin was appointed as non-executive director of the Company in January 2016.
–I - 3 7–


--- page 366 ---
APPENDIX I ACCOUNTANTS’ REPORT
(v) SHAW Roman Jun was appointed as non-executive director of the Company in April 2020 and resigned in April 2025.
(vi) WANG Haifeng was appointed as non-executive director of the Company in December 2019 and resigned in April 2023.
(vii) CHEN Gang was appointed as non-executive director of th e Company in September 2020 and resigned in January 2025.
(viii) ZHAO Yuping was appointed as non-execu tive director of the Company in April 2023.
(ix) ZHENG Kaihuan was appointed as non-executive director of the Company in April 2025.
There was no arrangement under which an executive director or the CEO waived or agreed to waive any remuneration during the years
ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025. The emoluments of the executive directors and the CEO
shown above were mainly for their management services rendered to the Company and the Group.
No emoluments were paid or payable to the non-executive directors o f the Company during the years ended December 31, 2022, 2023 and
2024, and the six months ended June 30, 2025.
(b) Benefits and interests of directors
Except for benefits to the directors disclosed above, there is no other benefits offered to the directors.
(c) Directors’ termination benefits
No director’s termination benefit subsisted at the end of each year or at any time during the years ended December 31, 2022, 2023 and
2024, and the six months ended June 30, 2025.
(d) Consideration provided to third parties for making available directors’ services
No consideration provided to third parties for making available director’s services subsisted at the end of each year or at any time during
the years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025.
(e) Information about loans, quasi-loans and other dealings in favor of directors, their controlled bodies and connected entities
Except for the deemed distribution disclosed in note 42, no loans, quasi-loans and other dealings in favor of directors, their controlled
body corporates and connected entities subsisted at the end of each year or at any time during the years ended December 31, 2022, 2023 and
2024, and the six months ended June 30, 2025.
(f) Directors’ material interests in transactions, arrangements or contracts
No significant transactions, arrangements and contracts in relation to the Group’s business to which the Company was a party and in
which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of each year or at any time during
the years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025.
13. FIVE HIGHEST PAID INDIVIDUALS
The five highest paid individuals of the Group during the years ended December 31, 2022, 2023 and 2024, and the six months ended
June 30, 2025 included 2 directors for each of the three years and the six months ended June 30, 2025, and details of whose remuneration are
set out in note 12. Details of the remuneration of the remaining highest paid individuals who were not director of the Company during the
years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2024 and 2025 were as follows:
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Salaries and allowances ....................................... 3,328 3,402 3,441 1,661 1,660
Performance - based bonuses ................................... 3,059 3,076 3,780 2,218 2,555
Retirement benefit scheme contributions ......................... 402 367 434 213 186
Total ...................................................... 6,789 6,845 7,655 4,092 4,401
–I - 3 8–


--- page 367 ---
APPENDIX I ACCOUNTANTS’ REPORT
The number of the highest paid individuals who are not director of the Company whose remuneration fell within the following bands is
as follows:
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(unaudited)
HKD1,500,001 to HKD2,000,000 ......................................... –1 –1 1
HKD2,000,001 to HKD2,500,000 ......................................... 11 12 2
HKD2,500,001 to HKD3,000,000 ......................................... 2– 1 ––
HKD3,000,001 to HKD3,500,000 ......................................... –1 1 ––
14. PROPERTY, PLANT AND EQUIPMENT
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cost ...............................................................
At beginning of the year/period ........................................ 3,584 2,115 2,265 2,814
Additions ......................................................... – 1 8 1 1,005 153
Disposals ......................................................... (1,469) (31) (456) (138)
At end of the year/period ............................................... 2,115 2,265 2,814 2,829
Accumulated depreciation
At beginning of the year/period ........................................ (2,491) (1,723) (1,998) (1,793)
Charge for the year/period ............................................ (452) (288) (228) (193)
Disposals ......................................................... 1,220 13 433 131
At end of the year/period ............................................... (1,723) (1,998) (1,793) (1,855)
Net book value at end of the year/period ................................... 3 9 2 2 6 7 1,021 974
The Group’s property, plant and equipment are mainly electronic equipment, office furniture and equipment.
15. RIGHT-OF-USE ASSETS
THE GROUP
The carrying amounts of the Group’s right-of-use assets which were leased properties and the movements during the years ended
December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025, were as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at beginning of the year/period ................................. 1,872 8,679 5,593 855
New leases entered ........................................................ 13,625 5,985 148 7,499
Expiry or termination of leases ............................................... (1,532) (4,737) (185) –
Depreciation ............................................................. (5,286) (4,334) (4,701) (2,067)
Carrying amount at end of the year/period ...................................... 8,679 5,593 855 6,287
Total cash outflow for leases ................................................. 4,986 4,951 4,540 2,329
During the years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025, the Group leased various office
buildings and equipment for its operations. Lease contracts were entered into for fixed terms of 1 year to 3 years. Lease terms were negotiated
on an individual basis and contained a wide range of different terms and conditions. In determining the lease term and assessing the length of
the non-cancellable period, the Group applied the definition of a contract and determined the period for which the contract is enforceable.
–I - 3 9–


--- page 368 ---
APPENDIX I ACCOUNTANTS’ REPORT
16. INTANGIBLE ASSETS
THE GROUP
Software Licenses Total
RMB’000 RMB’000 RMB’000
Cost
As at January 1, 2022 .................................................................. 5 0 2 17,503 18,005
At December 31, 2022 ................................................................. 5 0 2 17,503 18,005
At December 31, 2023 ................................................................. 5 0 2 17,503 18,005
Acquired on acquisition of a subsidiary .................................................... – 2,248 2,248
Exchange difference ................................................................... – 2 0 2 0
At December 31, 2024 ................................................................. 5 0 2 19,771 20,273
Exchange difference ................................................................... – (11) (11)
At June 30, 2025 ...................................................................... 5 0 2 19,760 20,262
Amortization
As at January 1, 2022 .................................................................. (280) – (280)
Charge for the year .................................................................... (29) – (29)
As at December 31, 2022 ............................................................... (309) – (309)
Charge for the year .................................................................... (46) – (46)
As at December 31, 2023 ............................................................... (355) – (355)
Charge for the year .................................................................... (46) – (46)
As at December 31, 2024 ............................................................... (401) – (401)
Charge for the period .................................................................. (23) – (23)
As at June 30, 2025 ................................................................... (424) – (424)
Carrying values
As at December 31, 2022 ............................................................... 1 9 3 17,503 17,696
As at December 31, 2023 ............................................................... 1 4 7 17,503 17,650
As at December 31, 2024 ............................................................... 1 0 1 19,771 19,872
As at June 30, 2025 ................................................................... 7 8 19,760 19,838
Licenses represent insurance brokerage and agency licenses of the group entities, mainly relating to QingSongBao. The Group assessed
them to have indefinite useful life as there is no foreseeable limit to the period over which the asset is expected to generate net cash flows to
the Group. As a result, the licenses were considered by the management of the Company as having an indefinite useful life because it is
expected to contribute to net cash inflows indefinitely. Licenses will not be amortized until their useful life is determined to be finite. Instead,
they will be tested for impairment annually or whenever there is an indication that it may be impaired. If any such indication exists, the
recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if any).
The licenses aforementioned are included in the respective cash-generating unit for the purpose of impairment assessment. The
recoverable amount of the unit has been determined based on a value in use calculation, which uses cash flow projections based on financial
budgets approved by management covering a 5-year period. The cash flows of the unit beyond the 5-year period are extrapolated using a
steady 2% growth rate.
The key assumptions used in the estimation of value-in-use were as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
Pre-tax discount rate ............................................................ 25.39% 26.34% 26.09% 27.38%
Revenue growth rate (average of next five years) (Note) ................................ 13.79% 10.95% 2.81% 1.90%
Terminal value growth rate ....................................................... 2 % 2 % 2 % 2 %
Note: Revenue growth rates reflect management’s expectation of economic environment and business development as at each period
end as well as changes in business operation during the Track Record Period.
Details of the headroom calculated based on the recoverable amounts deducting the carrying amount allocated for the license as at
December 31, 2022, 2023 and 2024, and June 30, 2025 are set out as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
License ................................................................. 116,819 138,707 140,307 110,454
–I - 4 0–


--- page 369 ---
APPENDIX I ACCOUNTANTS’ REPORT
Sensitivity analysis is performed based on the assumption that pre-tax discount rate, revenue growth rate and terminal value growth rate
have been changed. Had the estimated key assumptions during the forecast period been changed as below, the headroom would have
decreased to the following:
As at December 31, As at June 30,
2022 2023 2024 2025
RMB'000 RMB'000 RMB'000 RMB'000
Pre-tax discount rate increase by 10% ......................................... 109,395 131,027 128,437 102,138
Revenue growth rate (average of next five years) decrease by 10% .................. 108,330 130,503 134,280 101,868
Terminal value growth rate decrease by 10% ................................... 116,537 138,411 139,862 110,012
During the years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025, management of the Group
determines that there is no impairment on the respective unit, and management believes that any reasonably possible change in any of the
assumptions would not result in impairment.
17. PARTICULARS OF PRINCIPAL SUBSIDIARIES AND CONSOLIDATED AFFILIATED ENTITIES
Details of the principal subsidiaries and consolidated affiliated entities directly and indirectly held by the Company during the years
ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025, are set out below:
Name of Subsidiaries
Place and date of
incorporation /
establishment Paid in capital Registered capital
Proportion of ownership interest
and voting rights held by the Group
December 31, June 30,
Principal activities2022 2023 2024 2025
’000 ’000
Subsidiaries directly held:
QingSong Hong Kong Limited
(Note (b)) .................H K 21/11/2014 USD56,330 HKD0.001 100% 100% 100% 100% Investment holding
Singapore Wellbright Pte. Ltd.
(Note (e)) .................S G 13/9/2024 USD100 SGD1 – – 100% 100%
Online marketplaces for
goods and health services
Subsidiaries indirectly held:
Beijing QingSong Health
Network Technology Co., Ltd.
(Note (d)) .................
PRC 13/12/2018 RMB10,000 RMB10,000 100% 100% 100% 100%
Sales of healthcare
products, market
education and digital
medical research
assistance services
Guangzhou Duoer Pharmacy Co.,
Ltd. (Note (c)) .............P R C 10/10/2020 – RMB1,000 100% 100% – – Pharmaceutical sale
Beijing QingSong Huyu Co., Ltd.
(Note (c)) .................P R C 24/11/2016 – RMB100 100% – – –
Technical support service
and other service
Hunan QingSong Health
Technology Co., Ltd.
(Note (c)) .................P R C 24/9/2020 – RMB10,000 55% 55% – –
Healthcare related service
and other service
Tianjin Gelinkaite Information
Technology Co., Ltd. ........P R C 5/4/2017 USD5,000 USD5,000 100% 100% 100% 100% Customer services
Guangdong QingSongBao
Insurance Brokerage Co., Ltd.
(Note (d)) .................P R C 24/6/2011 RMB50,000 RMB50,000 100% 100% 100% 100% Insurance brokerage
Hainan QingSongChou
Information Technology Co.,
Ltd. (Note (c)) .............P R C 4/7/2018 – RMB1,000 100% 100% – – Telemarketing
Beijing QingSong Yikang
Information Technology Co.,
Ltd. ......................P R C 26/2/2015 USD36,600 USD15,000 100% 100% 100% 100%
Technical support service
and other service
Beijing QingSongChou Network
Technology Co., Ltd. (Note
( d ) ) ......................P R C 19/9/2014 RMB50,000 RMB50,000 100% 100% 100% 100% Market education
Yinchuan Duoer Internet Hospital
Co., Ltd. (Note (c)) .........P R C 20/12/2019 RMB4,570 RMB10,000 95% 95% – –
Medical technology
consulting services
–I - 4 1–


--- page 370 ---
APPENDIX I ACCOUNTANTS’ REPORT
Name of Subsidiaries
Place and date of
incorporation /
establishment Paid in capital Registered capital
Proportion of ownership interest
and voting rights held by the Group
December 31, June 30,
Principal activities2022 2023 2024 2025
’000 ’000
Beijing Zhongyihulian Network
Technology Co., Ltd.
(Note (c)) .................P R C 13/10/2020 RMB20,000 RMB20,000 100% 100% – –
Technical support service
and other service
Anshan Duoer Pharmacy Co.,
Ltd. (Note (c)) .............P R C 7/11/2019 RMB70 RMB2,000 100% – – – Medical services
Beijing QingSong Baikang
Information Technology Co.,
Ltd. (Note (e)) .............P R C 28/6/2023 RMB79,473.7 RMB79,473.7 – 100% 100% 100%
Technical support service
and other service
Beijing QingSong Ningkang
Information Technology Co.,
Ltd. (Note (e)) .............P R C8 / 1/2024 RMB65,100 RMB66,000 – – 100% 100%
Technical support service
and other service
Angus Moore Wealth
Management Limited
(Note (e)) .................H K 19/2/2008 HKD5,007 HKD100 – – 100% 100% Insurance brokerage
All subsidiaries within the Group are limited liability companies and have adopted December 31 as their financial year end date.
Note (a): The English names of the subsidiaries and consolidated affiliated entities established in the PRC are translated from their
registered Chinese names for identification only.
Note (b): During the Track Record Period, the Company invested USD 5.6 million (equivalent to approximately RMB 40.26 million) in cash
into QingSong Hong Kong Limited in 2024. The Company reduced its investment in QingSong Hong Kong Limited by
US$6.9 million (equivalent to approximately RMB 49.39 million) in the first half year of 2025.
Note (c): These entities were deregistered and terminated during the years ended December 31, 2022, 2023 and 2024. Beijing QingSong Huyu
Co., Ltd. was disposed of in June 2023. Yinchuan Duoer Internet Hospital Co., Ltd. and Beijing Zhongyihulian Network Technology
Co., Ltd. were spun-off in June 2024. Anshan Duoer Pharmacy Co., Ltd. was deregistered in February 2023. Guangzhou Duoer
Pharmacy Co., Ltd. was deregistered in December 2024. Hunan QingSong Health Technology Co., Ltd. was deregistered in
November 2024. Hainan QingSongChou Information Technology Co., Ltd. was deregistered in November 2024.
Note (d): As described in note 1.2, before the spin-off completed in June 2024, certain affiliated entities entered into Contractual
Arrangements with the Group entities. The Company considered that it has control over these affiliated entities and they are
consolidated. Details of these consolidated affiliated entities are included in this note. After the completion of the spin-off, the
Company continues to control these entities through indirect shareholdings.
Note (e): These entities were registered or acquired during the Track Record Period. Beijing QingSong Baikang Information Technology
Co., Ltd. was registered in June 2023. Singapore Wellbright Pte. Ltd. was registered in September 2024. Angus Moore was
acquired in October 2024. Beijing QingSong Ningkang Information Technology Co., Ltd. was registered in January 2024.
The carrying amount of the Company’s investment in subsidiaries is as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investment in subsidiaries .................................................. 668,513 678,449 737,084 685,435
The investment in subsidiaries of the Company mainly represents the capital injection to directly held subsidiaries and capitalization of
deemed investment arising from granting share options to employees of subsidiaries.
18. LOANS TO SUBSIDIARIES
THE COMPANY
On May 21, 2020, the Company entered into a loan agreement with QSC Network, pursuant to which the Company provided an
unsecured five-year interest-free loan of USD17 million (approximately RMB120 million) to QSC Network. In 2023, the Company received
repayment of USD5 million. In 2024, the Company received full repayment and settled such loan with QSC Network.
–I - 4 2–


--- page 371 ---
APPENDIX I ACCOUNTANTS’ REPORT
On May 13, 2025, the Company entered into a loan agreement with Singapore Wellbright Pte. Ltd., pursuant to which the Company
provided an unsecured three-month interest-free loan of USD1.9 million (approximately RMB13.6 million) to Singapore Wellbright Pte. Ltd.
19. ACCOUNTS RECEIVABLES
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Insurance brokerage service ................................................. 17,676 37,813 34,638 30,241
Insurance technical service .................................................. 45,851 49,163 47,806 36,554
Healthcare-related service .................................................. 6,330 42,109 25,225 15,381
Other services ............................................................ 5 6 – 6 0 7 8
Subtotal ................................................................. 69,913 129,085 107,729 82,254
Less: Allowance for impairment loss .......................................... (120) (365) (400) (300)
Total ................................................................... 69,793 128,720 107,329 81,954
As at January 1, 2022, accounts receivables from contracts with customers amounted to RMB54 million.
The aging analysis of accounts receivables based on invoice date, as at the end of each of the reporting periods, was as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
1 to 3 months ............................................................ 55,919 113,893 91,530 72,390
4 to 6 months ............................................................ 4,874 14,494 11,220 8,350
7 to 12 months ........................................................... 9,120 509 4,463 998
More than one year and up to two years ........................................ – 1 8 9 5 1 6 –
More than two years and up to three years ...................................... – – – 5 1 6
Less: Allowance for impairment loss .......................................... (120) (365) (400) (300)
Total ................................................................... 69,793 128,720 107,329 81,954
The Group practically allows a credit period of 1 to 90 days from the issuance of invoice. Accounts receivables are settled in accordance
with the terms of the respective contracts.
The Group seeks to maintain strict control over its outstanding receivable and has a credit control policy to minimize credit risk. Overdue
balances are reviewed regularly by management. The management considered the recoverability of accounts receivables that are neither past
due nor impaired is beyond doubt.
20. PREPAYMENT AND OTHER RECEIVABLES
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advances to suppliers ...................................................... 3,361 2,152 6,637 11,405
Fund receivables from external payment network providers (Note) ................... 6,863 9,389 7,064 6,742
Refundable deposit ........................................................ 1,708 1,944 1,716 1,142
Value-added tax recoverable ................................................. 1,362 1,997 4,492 4,072
Other ................................................................... 1 0 1 9 1 –
Subtotal ................................................................. 13,304 15,501 19,910 23,361
Less: Allowance for impairment loss .......................................... (17) (46) (69) (17)
Total .................................................................... 13,287 15,455 19,841 23,344
Note: The Group maintains accounts with external online payment service providers to collect and transfer insurance premiums to
insurance companies, as well as to collect donor’s donation prior to transferring them to custodian banks. The balances as at
December 31, 2024 and June 30, 2025 mainly include insurance premium collected by the Group on behalf of insurance
companies that are still deposited in accounts of external online payment service providers and not yet transferred to the insurance
companies. The balance of funds receivable from external payment network providers as at December 31, 2022 and 2023 also
includes accumulated amounts of donation at the period end date, which were subsequently transferred to the Group’s designated
bank accounts if they related to donor’s donations. Such donation related operation ceased after the spin-off and discontinuation
of Excluded Business on June 28, 2024.
–I - 4 3–


--- page 372 ---
APPENDIX I ACCOUNTANTS’ REPORT
21. CONTRACT ASSETS
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract assets:
- from insurance companies .................................................. 35,097 43,541 36,638 30,393
Less: Allowance for impairment loss .......................................... (63) (80) (65) (53)
Total .................................................................... 35,034 43,461 36,573 30,340
As at January 1, 2022, contract assets amounted to RMB23 million.
Contract assets are recorded for arrangements when the Group has provided the insurance brokerage services but for which the related
payments are not yet due. Contract assets are attributable to the brokerage commission that is contingent upon the future premium payment of
the policyholders.
22. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management products-unlisted ......................................... 100,032 – – 8,000
Details of the fair value measurement are disclosed in note 39.
23. EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Listed:
Equity securities .......................................................... – – – 8,729
The above listed equity investments represent ordinary shares of an entity listed in Hong Kong. These investments are not held for
trading, instead, they are held for long-term strategic purposes. The directors of the Company have elected to designate these investments in
equity instruments as at FVTOCI as they believe that recognising short-term fluctuations in these investments’ fair value in profit or loss
would not be consistent with the Group’s strategy of holding these investments for long-term purposes and realising their performance
potential in the long run.
24. RESTRICTED BANK DEPOSITS
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Restricted bank deposits .................................................... 71,817 91,753 55,403 55,711
Restricted bank deposits mainly include premiums received from insured collected by the Group in a fiduciary capacity until disbursed to
the corresponding insurance companies. Restricted bank deposits also included guarantee deposits required by the local regulator based on 5%
of share capital of certain subsidiaries of the Group in the PRC. –I - 4 4–


--- page 373 ---
APPENDIX I ACCOUNTANTS’ REPORT
25. BANK BALANCES AND CASH
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Bank balances and cash .................................................... 295,609 293,220 362,578 315,335
Bank balances and cash include demand deposits which carry interest at market rates ranging from 0.001% to 1.9% during the years
ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025.
THE COMPANY
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Bank balances ............................................................ 6,988 13,802 88,902 42,993
Bank balances and cash include demand deposits which carry interest at market rates ranging from 0.001% to 0.25% during the years
ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025.
26. ACCOUNTS PAYABLES
As at December 31, 2022, 2023 and 2024, and June 30, 2025, included in the Group’s accounts payables were accrued procurement of
healthcare-related service and insurance channel expenses relating to user acquisition cost in connection with successful sale of insurance
policies. Accounts payable balances as at the end of each reporting period mainly had an ageing of less than one year based on invoice date.
27. ACCRUED EXPENSES AND OTHER PAYABLES
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Payables related to crowdfunding platform (Note) ................................ 46,841 6,170 – –
Payroll and welfare payable ................................................. 25,995 29,591 24,858 20,445
Other tax payables ......................................................... 12,855 5,422 4,873 4,318
Others .................................................................. 4,635 4,961 4,772 4,706
Total .................................................................... 90,326 46,144 34,503 29,469
Note: Amount represents the raised funds that the Group received from crowdfunding platform but not yet transferred to the
designated accounts in the custodian bank. The crowdfunding platform has been disposed of together with the Disposed
Entities in 2024.
28. CONTRACT LIABILITIES
The Group collected payments in advance from customers primarily for technical services and healthcare services. The Group has
recognized the following liabilities related to contracts with customers under contract liabilities:
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract liabilities ......................................................... 64,981 22,756 7,027 17,525
As at January 1, 2022, contract liabilities amounted to RMB148 million mainly for insurance brokerage service.
–I - 4 5–


--- page 374 ---
APPENDIX I ACCOUNTANTS’ REPORT
29. LEASE LIABILITIES
THE GROUP
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities payable:
Within one year ......................................................... 4,034 4,412 35 3,763
Within a period of more than one year but not more than two years ................ 3,855 92 18 1,507
7,889 4,504 53 5,270
Less: Amount due for settlement within 12 months shown under current liabilities ...... 4,034 4,412 35 3,763
Amount due for settlement after 12 months shown under non-current liabilities ......... 3,855 92 18 1,507
The incremental borrowing rates applied to lease liabilities ranged from 2.30% to 6.37% during the years ended December 31, 2022,
2023 and 2024, and the six months ended June 30, 2025.
The maturity analysis of lease liabilities at each reporting date and total cash outflow for leases for the years ended December 31, 2022,
2023 and 2024, and the six months ended June 30, 2025 are set out in note 40 and note 15.
30. CONVERTIBLE REDEEMABLE PREFERRED SHARES
The following table summarizes the issued and outstanding preferred shares as at January 1, 2022, December 31, 2022, 2023 and 2024,
and June 30, 2025. As explained in note 32, the Company issued preferred shares or re-designated its ordinary shares to preferred shares since
its incorporation. Convertible redeemable preferred shares consist of Series A, A+, B, B+, C, C-1, D-1 and D-2 and are collectively referred to
as Preferred Shares.
Total consideration Outstanding shares as at Outstanding shares
Series
Date of issue/re-design
(DD/MM/YYYY)
Number of
shares issued USD’000
In RMB’000
equivalent
January 1, 2022, December 31,
2022, 2023 and 2024 as at June 30, 2025
Series A Shares ....... 7/4/2015&18/8/2015 212,500,000 2,000 12,503 212,500,000 212,500,000
Series A+ Shares ...... 11/11/2015 92,391,300 1,600 9,901 92,391,300 92,391,300
Series B Shares ....... 8/1/2016 263,932,200 13,703 89,831 263,932,200 263,932,200
Series B+ Shares ...... 30/5/2016 16,364,100 3,500 22,991 16,364,100 16,364,100
Series C Shares ....... 3/2/2017 99,288,600 22,753 156,599 99,288,600 99,288,600
Series C-1 Shares ..... 20/3/2018 28,255,429 7,000 44,272 28,255,429 28,255,429
Series D-1 Shares ..... 19/12/2019&8/5/2020 272,817,460 66,000 466,580 272,817,460 245,535,714
Series D-2 Shares ..... 19/12/2019&8/5/2020 43,767,933 9,000 63,480 43,767,933 39,391,140
1,029,317,022 1,029,317,022 997,658,483
In accordance with the Articles of Association, the rights, preferences and privileges of the Preferred Shares are as follows:
Dividend Rights
Each preferred share and ordinary share shall have the right to receive dividends only when, as and if approved and declared by the board
of directors of the Company, out of any profits or capital reserve at the time available. No dividends (other than those payable solely in
ordinary shares) shall be declared or paid on the ordinary shares, unless and until a dividend in like amount is first declared and paid on the
outstanding Preferred Shares. Holders of Preferred Share shall be entitled to receive non-cumulative dividends at the rate equal to 8% per
annum of applicable original issue price for the Preferred Shares.
After distribution or payment in full of the amount distributable or payable to the holders of Preferred Shares, the remaining assets and/or
proceeds, cash or otherwise, of the Company available for dividend distribution to members shall be distributed ratably among the holders of
any outstanding shares on an as converted basis.
Voting Rights
The holders of each preferred share shall be entitled to such number of votes as equals to the whole number of ordinary shares into which
such holder’s collective preferred shares are convertible.
–I - 4 6–


--- page 375 ---
APPENDIX I ACCOUNTANTS’ REPORT
Liquidation Preference
If a liquidation event occurs, distributions to the shareholders of the Company shall be made in the following manner:
The Company shall pay to the holders of Preferred Shares prior to and in preference of any payments to the holders of ordinary shares of
the Company, the aggregate of:
(i) An amount equal to 100% of the original issue price for Series D-2 preferred shares, Series D-1 preferred shares, Series B+
preferred shares, Series B preferred shares, Series A+ preferred shares and Series A preferred shares; an amount equal to 150% of
the original issue price for Series C-1 preferred shares and Series C preferred shares;
(ii) A cumulative internal return at a simple interest rate of 8% per annum on the issue price per share; and
(iii) All accrued but unpaid or declared but not distributed dividends with respect to each preferred share.
Each series of Preferred Shares is subject to different distribution order as set out in the Article of Association. After distribution or
payment in full of the amount distributable or payable to the holders of Preferred Share, the remaining assets of the Company available for
distribution to shareholders shall be distributed ratably among the holders of outstanding ordinary shares and the holders of outstanding
Preferred Shares on an as-converted basis.
Conversion Rights
The holders of the Preferred Shares shall have the rights of conversion of the preferred shares into ordinary shares. The number of
ordinary shares issued upon conversion of any preferred share shall equal to the quotient of the applicable original issue price of such
preferred share divided by the then effective conversion price of such preferred share. The conversion price shall equal the applicable original
issue price and the initial conversion ratio for the preferred shares to ordinary shares which shall be 1:1 subject to adjustment from time to
time. Any preferred share may, at the option of the holder thereof, be converted at any time into fully-paid and non-assessable ordinary shares
based on its then-effective conversion price. The preferred shares shall automatically be converted into ordinary shares upon the closing of a
qualified IPO, based on the then-effective conversion price.
If, after the original Series D issue date, the Company issue additional equity securities for a price less than the conversion price, the
conversion price shall be reduced concurrently with such issuance to a price equal to the additional equity securities issuance price.
Redemption Rights
The redemption price of the preferred share is the original issue price plus the annual rate of return on simple interest of 8% per annum,
plus all declared or accrued but unpaid dividends.
On December 19, 2024, the Company entered into a waiver and confirmation agreement with holders of the Preferred Shares, pursuant to
which, among others, (1) each of the holders of the Preferred Shares irrevocably and unconditionally agrees that the Redemption Right and
any other divestment rights granted to the holders of the Preferred Shares shall be suspended from December 19, 2024 and shall only be
exercisable if the IPO does not take place until December 19, 2026, and (2) all the special rights under the currently effective memorandum
and articles of association and certain agreements among the shareholders (including the Redemption Right and any other divestment rights
granted to the Pre-IPO Investors) will terminate immediately prior to the IPO.
The Preferred Share is designated as measured at FVTPL. The Group uses the discounted cash flow method to determine the underlying
equity value of the Company and adopts equity allocation model to determine the fair value of the Preferred Shares as of the dates of issuance
and at the end of each reporting period. The fair value was determined by the directors of the Company with reference to valuation reports
carried out by PGA Valuation Consultant LLC, an independent qualified professional valuer not connected with the Group, which is located
on Unit 1110, 11th Floor, R&F Center, No. 63 Middle East 3rd Ring Road, Chaoyang District, Beijing, China. Changes in fair value of
Preferred Shares not attributable to changes in the Company’s own credit risk were recorded in “Fair value changes of convertible redeemable
preferred shares” in profit or loss, and changes in fair value of Preferred Shares attributable to changes in the Company’s own credit risk were
recorded in other comprehensive income.
–I - 4 7–


--- page 376 ---
APPENDIX I ACCOUNTANTS’ REPORT
The movements of the carrying value of convertible redeemable preferred shares are as below:
THE GROUP AND THE COMPANY
Convertible Redeemable
Preferred Shares
RMB’000
As at January 1, 2022 .......................................................................... 1,330,227
Fair value changes recorded:
- in profit or loss ............................................................................ 150,634
- in other comprehensive income due to:
- own credit risk .......................................................................... (7,992)
- exchange differences ..................................................................... 128,209
As at December 31, 2022 ....................................................................... 1,601,078
Fair value changes recorded:
- in profit or loss ............................................................................ 48,297
- in other comprehensive income due to:
- own credit risk .......................................................................... 6,700
- exchange differences ..................................................................... 27,396
As at December 31, 2023 ....................................................................... 1,683,471
Fair value changes recorded:
- in profit or loss ............................................................................ 50,374
- in other comprehensive income due to:
- own credit risk .......................................................................... (5,849)
- exchange differences ..................................................................... 25,595
As at December 31, 2024 ....................................................................... 1,753,591
Fair value changes recorded:
Repurchase of convertible redeemable preferred shares (Note) ....................................... (74,345)
- in profit or loss ............................................................................ (53,827)
- in other comprehensive income due to:
- own credit risk .......................................................................... 5,030
- exchange differences ..................................................................... (6,817)
As at June 30, 2025 ........................................................................... 1,623,632
Note: On January 20, 2025, the Company entered into Share Repurchase Agreement with Series D preferred share shareholders, in
which the Company repurchased 9,093,915 Series D-1 preferred shares and 1,458,931 Series D-2 preferred shares from Genesis
Premium Holdings Limited at a total consideration of USD3,501,095.88 and 18,187,831 Series D-1 preferred shares and
2,917,862 Series D-2 preferred shares from Sunshine Life Insurance Corporation Limited at a total consideration of
USD6,847,671.23, respectively.
The Group applied the discounted cash flow method to determine the underlying equity value of the Company and adopted option-
pricing model and equity allocation model to determine the fair value of the convertible redeemable preferred shares. Key assumptions are set
as below:
As at December 31, As at June 30,
2022 2023 2024 2025
Discount rate ....................................................................... 2 1 % 2 1 % 2 1 % 2 1 %
Risk free interest rate ................................................................ 4.4% 4.8% 4.3% 3.9%
Discount for lack of marketability (“DLOM”) ............................................. 1 5 % 1 0 % 1 0 % 1 0 %
Volatility .......................................................................... 4 1 % 4 3 % 4 1 % 4 1 %
Discount rate was estimated by weighted average cost of capital as of each valuation date. The Group estimated the risk-free interest rate
based on the yield of government bond with maturity matching the time to expiration as of the valuation date plus country risk spread. The
DLOM was estimated based on the option-pricing method. Under the option pricing method, the cost of put option, which can hedge the price
change before the privately held share can be sold, was considered as a basis to determine the lack of marketability discount. Volatility was
estimated based on annualized standard deviation of daily stock price return of comparable companies for the period before respective
valuation date and with similar span of time to expiration.
–I - 4 8–


--- page 377 ---
APPENDIX I ACCOUNTANTS’ REPORT
31. DEFERRED TAX ASSETS/LIABILITIES
THE GROUP
The following are the major deferred tax assets and liabilities recognized and movements thereon during the years ended December 31,
2022, 2023 and 2024 and the six months ended June 30, 2025:
Excessive
advertising
expenditure
Contract
assets Others Total
RMB’000 RMB’000 RMB’000 RMB’000
As at January 1, 2022 ........................................................ 10,582 (5,746) 677 5,513
Charge to profit or loss ....................................................... (6,003) (3,299) (677) (9,979)
As at December 31, 2022 ..................................................... 4,579 (9,045) – (4,466)
(Charge)/credit to profit or loss ................................................ (4,576) (1,820) 37 (6,359)
As at December 31, 2023 ..................................................... 3 (10,865) 37 (10,825)
Credit to profit or loss ....................................................... 2 2 1,722 1,311 3,055
As at December 31, 2024 ..................................................... 2 5 (9,143) 1,348 (7,770)
(Charge)/credit to profit or loss ................................................ (25) 1,558 (795) 738
As at June 30, 2025 ......................................................... – (7,585) 553 (7,032)
For the purpose of presentation in the consolidated statements of financial position, certain deferred tax assets and liabilities have been
offset. The following is the analysis of the deferred tax balances after offsetting:
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets ...................................................... – – 1,345 529
Net deferred tax liabilities ................................................... (4,466) (10,825) (9,115) (7,561)
(4,466) (10,825) (7,770) (7,032)
As at December 31, 2022, 2023 and 2024, and June 30, 2025, the Group had unused tax losses amounted to RMB427,440,000,
RMB376,322,000, RMB348,586,000 and RMB326,500,000 respectively available for offsetting against future profits. Deferred tax asset of
RMB499,000, RMB5,000, RMB1,358,000 and RMB519,000 have been recognized in respect of such losses as at December 31, 2022, 2023
and 2024, and June 30, 2025, while no deferred tax asset has been recognized in respect of the other unused tax losses as it is not probable that
sufficient taxable profit will be available against which the unused tax losses can be utilized. The Group also had deductible temporary
differences of RMB28,310,000, RMB5,126,000, RMB688,000 and RMB11,342,000 respectively as at December 31, 2022, 2023 and 2024,
and June 30, 2025. Deferred tax asset of RMB5,981,000, RMB943,000, RMB166,000 and RMB1,126,000 have been recognized in respect of
such deductible temporary differences as at December 31, 2022, 2023 and 2024, and June 30, 2025, while no other deferred tax asset has been
recognized in respect of the other deductible temporary difference as it is not probable that sufficient taxable profit will be available against
which the deductible temporary differences can be utilized.
Expiry dates of unused tax loss not recognised as deferred tax assets are disclosed in the following table.
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
2024 .................................................................. .22– –
2025 ................................................................... 96,645 42,634 1,195 639
2026 ................................................................... 103,305 92,563 79,576 61,699
2027 ................................................................... 33,807 33,732 33,211 33,211
2028 ................................................................... 15,316 20,634 15,590 15,316
2029 ................................................................... 7,807 7,807 7,876 7,862
2030 ................................................................... 13,434 13,434 13,434 13,434
2031 ................................................................... 130,994 130,994 130,994 130,994
2032 ................................................................... 22,967 22,967 22,967 22,967
2033 ................................................................... – 11,438 11,438 11,438
2034 ................................................................... – – 26,208 26,208
Undated ................................................................ 8 8 9 8 3 1 4 6 5 5
Total ................................................................... 424,365 376,303 342,803 324,423
–I - 4 9–


--- page 378 ---
APPENDIX I ACCOUNTANTS’ REPORT
32. SHARE CAPITAL
The Company was incorporated in the Cayman Islands as an exempted company registered under the laws of the Cayman Islands on
November 12, 2014 with an authorized share capital of USD50,000, comprising 50,000,000 shares at par value of USD0.001 each. As at
February 3, 2017, each authorized share was split into 100 shares at a par value of USD0.00001 each, and the authorized shares of the
Company became 5,000,000,000 shares.
Since then, the Company has carried out ordinary share issuances and repurchases, preferred shares issuances and re-designation of
ordinary shares to preferred shares.
As of January 1, 2022, total authorized shares of the Company were 5,000,000,000 shares of which 3,169,999,412 shares were
authorized but not issued shares, 800,683,566 shares were authorized and issued ordinary shares, and 1,029,317,022 shares were preferred
shares (see note 30).
A summary of movements in the Company’s share capital in ordinary share during the years ended December 31, 2022, 2023 and 2024,
and the six months ended June 30, 2025 is as follows:
Number of
shares
Nominal value of
shares
USD RMB RMB’000
Authorized shares
As of January 1, 2022, December 31, 2022, 2023 and 2024, and June 30, 2025 ....... 5,000,000,000 50,000 307,140 307
Issued and outstanding ordinary shares
As of January 1, 2022, December 31, 2022, 2023 and 2024, and June 30, 2025 ....... 800,683,566 8,007 49,082 49
33. RESERVES
The amounts of the Group’s reserves and the movements therein for the years ended December 31, 2022, 2023 and 2024, and the six
months ended June 30, 2025 is presented in the consolidated statements of changes in deficit.
Capital reserve
The capital reserve includes the amount paid by shareholders for capital injection in excess of nominal value and the amount paid by the
Company for ordinary shares repurchased in excess of nominal value. Debit balance of capital reserve mainly arises from the amount paid for
repurchasing ordinary shares from shareholders in excess of the nominal value of the ordinary shares in prior years.
Other reserves
Principal items and movements of other reserves of the Group were summarized as follows:
THE GROUP
Other reserves
RMB'000
As at 1 January 2022 ................................................................................. 81,073
Fair value changes on convertible redeemable preferred shares due to own credit risk .............................. 7,992
Exchange differences on translation from functional currency to presentation currency ............................. (117,609)
As at December 31, 2022 ............................................................................. (28,544)
Fair value changes on convertible redeemable preferred shares due to own credit risk .............................. (6,700)
Exchange differences on translation from functional currency to presentation currency ............................. (25,267)
As at December 31, 2023 ............................................................................. (60,511)
Fair value changes on convertible redeemable preferred shares due to own credit risk .............................. 5,849
Exchange differences on translation from functional currency to presentation currency ............................. (23,611)
As at December 31, 2024 ............................................................................. (78,273)
Fair value changes on convertible redeemable preferred shares due to own credit risk .............................. (5,030)
Fair value changes of equity instruments at fair value through other comprehensive income ......................... (5,700)
Exchange differences on translation from functional currency to presentation currency ............................. 6,071
As at June 30, 2025 .................................................................................. (82,932)
–I - 5 0–


--- page 379 ---
APPENDIX I ACCOUNTANTS’ REPORT
34. EQUITY-SETTLED SHARE-BASED PAYMENT TRANSACTIONS
Employees and consultants of the Group were granted share options for incentive purpose. Accordingly, the Group accounted for such
incentives by measuring the fair value of the services received from the grantees in accordance with the requirement applicable to equity-
settled share-based payment transactions.
The employee share option plan of the Company (the “Plan”) was adopted pursuant to the written resolution of all shareholders of the
Company passed on November 10, 2015 for the primary purpose of providing incentives to selected directors, employees and external
consultants.
Since April 7, 2015, the Company has granted a number of tranches of different share options to employees and consultants, with
exercise price ranging from USD0.00001 to USD0.28810 per share with some of the option exercise prices modified subsequently.
In most cases, the share options granted shall be vested annually in equal installment subsequent to the vesting commencement date over
4 years on the same day and month of the year as the vesting commencement date. The contractual life of these share options is 10 years.
However, under certain circumstances, the vesting period and contractual life of shares options may be different.
The following table sets forth the activities under the Company’s share options for the years ended December 31, 2022, 2023 and 2024,
and the six months ended June 30, 2025:
Number of
options
Weighted
average
exercise price
Weighted
average
remaining
contractual
life
USD years
Outstanding as of January 1, 2022 ................................................. 279,309,909 0.06 5.51
Exercisable as of January 1, 2022 ................................................. 209,919,209 0.03 –
Forfeited ..................................................................... (38,508,320) 0.05 –
Modified (Note 1) ............................................................. 15,002,070 0.00 –
Outstanding as of December 31, 2022 .............................................. 255,803,659 0.06 4.21
Exercisable as of December 31, 2022 .............................................. 228,224,291 0.04 –
Forfeited ..................................................................... (1,719,947) 0.24 –
Outstanding as of December 31, 2023 .............................................. 254,083,712 0.06 3.19
Exercisable as of December 31, 2023 .............................................. 238,616,271 0.04 –
Granted ...................................................................... 27,578,711 0.01 –
Forfeited ..................................................................... (12,252,729) 0.02 –
Modified (Note 1) ............................................................. 3,390,508 0.24 –
Outstanding as of December 31, 2024 .............................................. 272,800,202 0.06 2.99
Exercisable as of December 31, 2024 .............................................. 238,783,702 0.05 –
Forfeited ..................................................................... (143,329) 0.24 –
Outstanding as of June 30, 2025 .................................................. 272,656,873 0.06 2.49
Exercisable as of June 30, 2025 ................................................... 245,078,162 0.06 –
Note 1: Among the total options outstanding as of December 31, 2022, 2023 and 2024, and June 30, 2025, there were 49,981,251,
49,981,251, 53,371,759 and 53,371,759, accumulated vested share options kept effective in accordance with supplementary agreements
signed by the Company and the employees after their resignation or external consultants. The Company evaluated the fair value of both the
original share options and the modified share options at the date of the modification and considered the modifications do not have significant
impact on the financial statements.
Note 2: During the year ended December 31, 2024, the Company repriced 37,676,902 shares of its outstanding options. The exercise
price was reduced from USD 0.2419/0.2293/0.2292 to USD 0.095 per share. The incremental fair value of RMB 11,188,000 was expensed
immediately and RMB 133,000 was amortized over the remaining vesting period of 1 year. The Company used the exercise prices noted
above as inputs to measure the fair value of the old and new options.
–I - 5 1–


--- page 380 ---
APPENDIX I ACCOUNTANTS’ REPORT
The fair value of share options was estimated using the binominal pricing model. The valuation of the share option was performed by
PGA Valuation Consultant LLC, an independent qualified professional valuer not connected with the Group, which is located on Unit 1110,
11th Floor, R&F Center, No. 63 Middle East 3rd Ring Road, Chaoyang District, Beijing, China. The main inputs used in the model include
fair value of the Company’s ordinary share as of the grant date, exercise price, expected volatility, expected life, risk-free interest rate and the
expected dividend yield. The inputs used in the model are as follows:
Details of the employee share option plan of the Company
Date of grant
April 7,
2015
November
10/12,
2015
July 1,
2017
July 1,
2018
September 1,
2019
April 1,
2020
July 1,
2020
September 1,
2020
January 31,
2021
May 6,
2021
June 30,
2021
October 31,
2024
December 3,
2024
Grant date ordinary
share price
(USD) 0.25 0.70 0.05 0.06 0.10 0.11 0.12 0.12 0.13 0.13 0.13 0.17 0.10
Exercise price
(USD) 0.67 0.23 0.01 0.23 0.23 0.24 0.00 0.00 0.05 0.23 0.24 0.10 0.10
/0.23 /1.73 /0.05 /0.01 /0.29 /0.01 /0.01 /0.01 /0.24
/0.00 /0.23 /0.24
/0.00
Expected volatility 60.65% 61.01% 60.34% 54.51% 42.09% 34.66% 34.83% 35.03% 35.20% 35.05% 35.25% 42.35% 42.31%
/60.89%
/60.85%
Expected life 10 5/10 10 10 10 10 10 10 10 9.85 10 10 10
Risk-free interest
rate 1.89% 2.32% 2.31% 3.00% 1.50% 0.62% 0.69% 0.68% 1.11% 1.44% 1.45% 4.57% 4.58%
/1.72%
Expected dividend
yield 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Turnover rate 3% 3%/5% 3%/5% 3%/5% 3%/5% 5% 3%/5% 3% 3%/5% 5% 3% 2% 2%
Note: As at February 3, 2017, each authorized share at a par value of USD0.001 was split into 100 shares at a par value of USD0.00001
each as described in note 32.
Expected volatility was determined by using the historical volatility of the Company’s share price from valuation date to expiration date,
approximately ten years. The expected life used in the model has been adjusted, based on the directors’ best estimate, for the effects of
non-transferability, exercise restrictions and behavioral considerations.
The Group recognizes share-based payments expenses in its consolidated statements of profit or loss based on awards ultimately
expected to vest, after considering estimated forfeitures of the Group. Forfeitures are estimated based on the Group’s historical experience and
revised in the subsequent periods if actual forfeitures differ from those estimates. The impact of the revision of the original estimates, if any, is
recognized in the profit and loss over the remaining vesting period, with a corresponding adjustment to share-based payment reserves.
The Group recognized the total expense of RMB7,673,000, RMB1,169,000, RMB12,946,000 and RMB 5,863,000 for the years ended
December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025 respectively, in relation to share options granted by the
Company. Details of the total expense are as follows:
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
General and administrative expenses ............................. 6,290 474 5,647 85 3,988
Sales and marketing expenses .................................. 7 7 5 3 3 3 3,201 88 1,306
Research and development expenses ............................. 6 0 8 3 6 2 4,098 108 569
Total ...................................................... 7,673 1,169 12,946 281 5,863
35. RETIREMENT BENEFITS SCHEMES
The employees of the Group in mainland China are members of a state-managed retirement benefit scheme operated by the PRC
government. The Group is required to contribute a specified percentage of payroll costs as determined by respective local government
authorities to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit
scheme is to make the specified contributions under the scheme.
The total expenses recognized in profit or loss of approximately RMB8 million, RMB9 million, RMB10 million and RMB 5 million for
the years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025, respectively, represent contributions payable to
this benefit scheme by the Group at rates specified in the rules of the benefit scheme. All contributions due in respect of the years ended have
been paid to the benefit scheme as at the date of this report.
–I - 5 2–


--- page 381 ---
APPENDIX I ACCOUNTANTS’ REPORT
36. ACQUISITION OF A SUBSIDIARY
On October 24, 2024, the Group acquired 100% interest in Angus Moore Wealth Management Limited at a cash consideration of
HK$ 2.5 million (approximately equivalent to RMB2.29 million).
The Group elected to apply the optional concentration test in accordance with IFRS 3 and determined that substantially all of the fair
value of the gross assets acquired is concentrated in the insurance brokerage license which is considered as a single identifiable asset.
Consequently the Group concluded that the acquired set of activities and assets is not a business.
Assets and liabilities acquired by the Group at the date of acquisition are as follows:
Original
Currency in
HKD’000 In RMB’000
Cash and cash equivalents .................................................................... 7 8 7 1
Intangible asset ............................................................................ 2,450 2,248
Accrued expenses and other payables ........................................................... (28) (25)
2,500 2,294
Net cash outflows arising on acquisition of Angus Moore Wealth Management Limited
Original
Currency in
HKD’000 In RMB’000
Consideration paid in cash ................................................................... 2,500 2,294
Less: Cash and cash equivalents acquired ........................................................ (78) (71)
2,422 2,223
37. COMMITMENTS AND CONTINGENCIES
The Group did not have capital and other significant commitments, long-term obligations, or guarantees during the years ended
December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025, other than those disclosed in the Historical Financial
Information.
38. CAPITAL MANAGEMENT
The Group manages its capital to ensure that the entities in the Group will be able to continue as going concerns while maximizing the
return to stakeholders through the optimization of the debt and equity balance. The Group’s overall strategy remains unchanged throughout
the years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025.
The directors of the Company review the capital structure regularly and consider the cost of capital and the risks associated with each
class of capital. This will balance the overall capital structure through the issuance of new ordinary shares and preferred shares and capital
contribution from shareholders.
39. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
The Group uses the following hierarchy for determining and disclosing the fair values of financial instruments:
-Level 1: Fair value measured using only Level 1 inputs (i.e. unadjusted quoted prices in active markets for identical assets or liabilities)
at the measurement date.
-Level 2: Fair value measured using Level 2 inputs (i.e. observable inputs which are unqualified as Level 1 inputs), and no significant
unobservable inputs. Unobservable inputs are the inputs for which market data are not available.
-Level 3: Fair value measured using significant unobservable inputs.
Certain of the Group’s financial instruments are measured at fair value. In estimating the fair value, the Group uses market-observable
data to the extent possible. When Level 1 inputs are not available, the management establishes the appropriate valuation techniques and inputs
for fair value measurement. The Group engages third party qualified valuer to perform the valuation to estimate the fair value of certain types
of financial instruments.
–I - 5 3–


--- page 382 ---
APPENDIX I ACCOUNTANTS’ REPORT
Fair value of the financial assets and financial liabilities that are measured at fair value on a recurring basis
The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in
particular, the valuation technique(s) and inputs used).
Items
Fair value
Fair value
hierarchy
Valuation
techniques and key
inputs
Significant
unobservable
inputs
Relationships of
unobservable inputs
to fair value
December 31,
2022
December 31,
2023
December 31,
2024
June 30,
2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets:
Financial assets at
FVTPL
100,032 – – 8,000 Level 2 Discounted cash
flows-the key
inputs are
expected yield
and discount rate
N/A N/A
Equity instruments at
FVTOCI
– – – 8,729 Level 1 Quoted market
price
N/A N/A
Financial liabilities:
Convertible
redeemable preferred
shares
1,601,078 1,683,471 1,753,591 1,623,632 Level 3 Discounted cash
flow-the key
inputs are
estimated cash
flows, risk-free
interest rate,
expected
volatility, DLOM
and discount rate.
Estimated
cash flows
and discount
rate
The higher the
estimated cash
flows, the higher
the fair value. The
higher the
discount rate, the
lower the fair
value.
The management of the Company considers that the impact of the fluctuation in expected yields and discount rate of the underlying
instruments to the fair value of the wealth management products was insignificant as the products have short maturities, and therefore no
sensitivity analysis is presented.
The Group’s convertible redeemable preferred shares was under Level 3 fair value hierarchy. Discounted cash flow method was used to
determine the underlying share value including ordinary shares and preferred shares of the Company and equity allocation model was adopted
to determine the fair value of the convertible redeemable preferred shares. The inputs include estimated cash flows, an appropriate discount
rate, risk-free interest rate, expected volatility and DLOM, which are disclosed in note 30.
The fair value of convertible redeemable preferred shares is most si gnificantly affected by estimated cash flows and discount rate. The
higher the estimated cash flows, the higher the fair value of the convertib le redeemable preferred shares will be. A 5% increase/decrease in the
estimated cash flows, holding all other variables constant, would incr ease/decrease the carrying amount of the convertible redeemable preferred
shares by RMB56 million, RMB53 million, RMB62 million and RMB57 m illion respectively as at December 31, 2022, 2023 and 2024, and
June 30, 2025. The higher the discount rate, the lower the fair value of the convertible redeemable preferred shares will be. A 5% increase in the
discount rate, holding all other variables constant, would decrease t he carrying amount of the convertible redeemable preferred shares by
RMB80 million, RMB79 million, RMB96 million and RMB94 million respectively as at December 31, 2022, 2023 and 2024, and June 30,
2025. A 5% decrease in the discount rate, holding all other variables const ant, would increase the carrying amount of the convertible redeemable
preferred shares by RMB90 million, RMB92 million, RMB113 millio n and RMB104 million respectively as at December 31, 2022, 2023 and
2024, and June 30, 2025.
There were no transfers between fair value hierarchy for the years ended December 31, 2022, 2023 and 2024, and the six months ended
June 30, 2025.
Details of the reconciliation of Level 3 fair value measurements are included in note 30.
Fair values of financial instruments that are not measured on a recurring basis
The management of the Company considers that the carrying amounts of financial assets and financial liabilities measured at amortized
cost in the Group’s consolidated statements of financial position approximate their fair values because the majority of these financial assets
and liabilities are matured within one year, at floating interest rates, or at fixed interest rate that approximate to market rate.
–I - 5 4–


--- page 383 ---
APPENDIX I ACCOUNTANTS’ REPORT
40. FINANCIAL RISK MANAGEMENT
Categories of financial instruments
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets:
Financial assets at FVTPL ............................................... 100,032 – – 8,000
Equity instruments at FVTOCI ........................................... .––– 8,729
Financial assets at amortized cost .......................................... 445,751 635,242 618,434 546,450
Total .................................................................. 545,783 635,242 618,434 563,179
Financial liabilities:
Financial liabilities designated at FVTPL .................................... 1,601,078 1,683,471 1,753,591 1,623,632
Financial liabilities at amortized cost ....................................... 135,350 146,570 105,139 84,583
Lease liabilities ........................................................ 7,889 4,504 53 5,270
Total .................................................................. 1,744,317 1,834,545 1,858,783 1,713,485
Financial risk management objectives and policies
The Group’s major financial instruments include bank balances, restricted bank deposits, accounts receivables, other receivables, term
deposits, financial assets at FVTPL, equity instruments at FVTOCI, accounts payables, accrued expenses and other payables, insurance
premium payables, lease liabilities and convertible redeemable preferred shares. Details of the financial instruments are disclosed in respectiv e
notes. The risks associated with these financial instruments include market risk (currency risk and interest rate risk), credit risk and liquidity
risk. The policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure
appropriate measures are implemented on a timely and effective manner.
Interest rate risk
The Group is exposed to interest rate risk mainly in relation to bank balances and lease liabilities at each reporting date.
In the opinion of the directors, the expected change in interest rate will not have any significant impact on the Group.
Currency risk
Group entities primarily operate in mainland China. Therefore, currency risk arises from assets and liabilities in the Group’s entities in
mainland China when they are transacted or accounted for in foreign currencies.
Sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to foreign currency rates and includes only outstanding foreign
currency denominated monetary assets and liabilities adjusted at year/period end for a 5% change in foreign currency exchange rates. A 5%
increase or decrease is used when reporting foreign currency rate risk internally to key management personnel and represents management’s
assessment of the reasonably possible change in foreign currency.
The foreign currency risk of the Group as at December 31, 2022 and 2023 mainly arose from the Company’s intra-group balance with its
subsidiaries as illustrated in note 18, which is denominated in foreign currency of the subsidiaries. If foreign exchange rate has been 5%
higher/lower against RMB and all other variables were held constant, the Group’s profit or loss after income tax and equity for the years
ended December 31, 2022 and 2023 would decrease/increase by RMB5 million and RMB5 million respectively, as a result of the translation
of the outstanding balance. The Group has no material foreign currency risk exposure as at December 31, 2024, as this intra-group balance
was fully paid in 2024. The Group has no material foreign currency risk exposure as at June 30, 2025, as this intra-group balance was settled
in USD, the functional currency of both parties of the loan.
The carrying amounts of intra-group balance at the end of the reporting period are as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Loan from holding company
U S D ............................................................... 107,934 94,173 — —
–I - 5 5–


--- page 384 ---
APPENDIX I ACCOUNTANTS’ REPORT
Other price risk
The Group is exposed to price risk in respect of wealth management products measured as financial assets at FVTPL, equity instruments
at FVTOCI and convertible redeemable preferred shares measured as financial liabilities at FVTPL. The above financial instruments are
exposed to price risk because of changes in market prices, where changes are caused by factors specific to their issuers, or factors affecting all
similar financial instruments traded in the market.
Sensitivity analysis
The Group does not have any significant other price risk exposure on financial assets at FVTPL and FVTOCI. Financial liabilities at
FVTPL was affected by changes in the Group’s equity value. If the Group’s equity value increases/decreases by 5% with all other variables
held constant, the profit or loss after income tax for the year ended December 31, 2022 would increase/decrease by RMB66 million. If the
Group’s equity value increases/decreases by 5% with all other variables held constant, the profit after income tax for the years ended
December 31, 2023 and 2024, and the six months ended June 30, 2025 would decrease/increase by RMB66 million, RMB72 million and
RMB71 million, respectively.
Credit risk
Credit risk refers to the risk that the Group’s counterparties default on their contractual obligations resulting in financial losses to the
Group. The Group’s credit risk exposures are primarily attributable to bank balances, restricted bank deposits, accounts receivables, contract
assets and other receivables. The Group does not hold any collateral or other credit enhancements to cover its credit risks associated with its
financial assets. The carrying amounts of each class of the above financial assets represent the Group’s maximum exposure to credit risk in
relation to financial assets.
The Group’s bank balances and restricted bank deposits are mainly deposited in state-owned or reputable financial institutions. There has
been no recent history of default in relation to these financial institutions. The Group considers the instruments have low credit risk because
they have a low risk of default and the counterparty has a strong capacity to meet its contractual cash flow obligations in the near term. The
Group considers that there is no significant credit risk relating to them.
For accounts receivables and contract assets, the Group transacts only with creditworthy third parties. In order to minimize the credit
risk, receivable balances are monitored on an ongoing basis with procedures in place to ensure that follow-up action is taken to recover
overdue debts. In this regard, the management of the Group considers that the Group’s credit risk is significantly reduced. The Group
recognizes the lifetime ECL for accounts receivables and contract assets and impairment loss is assessed collectively using a provision matrix
with appropriate groupings such as ageing.
For other receivables, the Group makes periodic assessment on the recoverability of other receivables based on historical settlement
records, past experience, qualitative information that is reasonable. For the years ended December 31, 2022, 2023 and 2024, and the six
months ended June 30, 2025, the Group uses the aging of other receivables to assess the impairment and the management of the Group
believes that there are no significant credit risk of these accounts.
The Group considers the expected credit losses rate for financial assets measured at amortised cost are immaterial during the years ended
December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025. There is no significant credit risk that would generate any
material losses to the Group due to the default of other parties.
Liquidity risk
Regarding the management of liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by
the management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.
The following table details the Group’s remaining contractual maturity for its financial liabilities. The table has been drawn up using the
undiscounted cash flows of financial liabilities based on the earliest date on which the Group is required to pay. The maturity dates for
financial liabilities are based on the agreed repayment dates.
–I - 5 6–


--- page 385 ---
APPENDIX I ACCOUNTANTS’ REPORT
The tables include both interest and principal cash flows.
As at December 31, 2022
On
demand
Less than
1 month
1t o
3 months
3t o
12 months
1t o
5 years
Total
undiscounted
cash flows
Carrying
amount
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Accounts payables ........................... 21,545 – – – – 21,545 21,545
Accrued expenses and other payables ............ 51,476 – – – – 51,476 51,476
Insurance premium payables ................... 62,329 – – – – 62,329 62,329
Lease liabilities ............................. – 3 1,079 3,244 3,960 8,286 7,889
Convertible redeemable preferred shares .......... – – – – 1,406,494 1,406,494 1,601,078
Total ...................................... 135,350 3 1,079 3,244 1,410,454 1,550,130 1,744,317
As at December 31, 2023
On
demand
Less than
1 month
1t o
3 months
3t o
12 months
1t o
5 years
Total
undiscounted
cash flows
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Accounts payables ........................... 57,076 – – – – 57,076 57,076
Accrued expenses and other payables ............ 11,131 – – – – 11,131 11,131
Insurance premium payables ................... 78,363 – – – – 78,363 78,363
Lease liabilities .............................. – 3 1,215 3,318 95 4,631 4,504
Convertible redeemable preferred shares .......... – – – 1,430,344 – 1,430,344 1,683,471
Total ...................................... 146,570 3 1,215 1,433,662 95 1,581,545 1,834,545
As at December 31, 2024
On
demand
Less than
1 month
1t o
3 months
3t o
12 months
1t o
5 years
Total
undiscounted
cash flows
Carrying
amount
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Accounts payables ........................... 48,786 – – – – 48,786 48,786
Accrued expenses and other payables ............ 4,772 – – – – 4,772 4,772
Insurance premium payables ................... 51,581 – – – – 51,581 51,581
Lease liabilities ............................. – – 9 2 7 1 8 5 4 5 3
Convertible redeemable preferred shares .......... – – – – 1,596,098 1,596,098 1,753,591
Total ...................................... 105,139 – 9 27 1,596,116 1,701,291 1,858,783
As at June 30, 2025
On
demand
Less than
1 month
1t o
3 months
3t o
12 months
1t o
5 years
Total
undiscounted
cash flows
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Accounts payables ........................... 28,101 – – – – 28,101 28,101
Accrued expenses and other payables ............ 4,706 – – – – 4,706 4,706
Insurance premium payables ................... 51,776 – – – – 51,776 51,776
Lease liabilities ............................. – – 9 6 2 2,962 2,542 6,466 5,270
Convertible redeemable preferred shares .......... – – – – 1,589,481 1,589,481 1,623,632
Total ...................................... 84,583 – 962 2,962 1,592,023 1,680,530 1,713,485
As the conversion rights of the convertible redeemable preferred shares are unconditional and can be converted to ordinary shares at the
discretion of holders, which constitutes an settlement of liabilities, the Company classified the convertible redeemable preferred shares as
current.
–I - 5 7–


--- page 386 ---
APPENDIX I ACCOUNTANTS’ REPORT
41. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes.
Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s
consolidated statements of cash flows as cash flows from financing activities.
Convertible
redeemable
preferred
shares
Lease
liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2022 ................................................................. 1,330,227 384 1,330,611
New leases entered ................................................................ – 13,625 13,625
Expiry or termination of leases ....................................................... – (1,471) (1,471)
Financial cost ..................................................................... – 3 3 7 3 3 7
Financing cash flows ............................................................... – (4,986) (4,986)
Fair value changes of convertible redeemable preferred shares .............................. 150,634 – 150,634
Fair value changes on convertible redeemable preferred shares due to own credit risk ............ (7,992) – (7,992)
Exchange differences ............................................................... 128,209 – 128,209
At December 31, 2022 .............................................................. 1,601,078 7,889 1,608,967
At January 1, 2023 ................................................................. 1,601,078 7,889 1,608,967
New leases entered ................................................................ – 5,985 5,985
Expiry or termination of leases ....................................................... – (4,737) (4,737)
Financial cost ..................................................................... – 3 1 8 3 1 8
Financing cash flows ............................................................... – (4,951) (4,951)
Fair value changes of convertible redeemable preferred shares .............................. 48,297 – 48,297
Fair value changes on convertible redeemable preferred shares due to own credit risk ............ 6,700 – 6,700
Exchange differences ............................................................... 27,396 – 27,396
At December 31, 2023 .............................................................. 1,683,471 4,504 1,687,975
At January 1, 2024 ................................................................. 1,683,471 4,504 1,687,975
New leases entered ................................................................ – 1 4 8 1 4 8
Expiry or termination of leases ....................................................... – (182) (182)
Financial cost ..................................................................... – 1 2 3 1 2 3
Financing cash flows ............................................................... – (4,540) (4,540)
Fair value changes of convertible redeemable preferred shares .............................. 50,374 – 50,374
Fair value changes on convertible redeemable preferred shares due to own credit risk ............ (5,849) – (5,849)
Exchange differences ............................................................... 25,595 – 25,595
At December 31, 2024 .............................................................. 1,753,591 53 1,753,644
At January 1, 2025 ................................................................. 1,753,591 53 1,753,644
New leases entered ................................................................ 7,499 7,499
Repurchase of convertible redeemable preferred shares .................................... (74,345) – (74,345)
Financial cost ..................................................................... – 4 7 4 7
Financing cash flows ............................................................... – (2,329) (2,329)
Fair value changes of convertible redeemable preferred shares .............................. (53,827) – (53,827)
Fair value changes on convertible redeemable preferred shares due to own credit risk ............ 5,030 – 5,030
Exchange differences ............................................................... (6,817) – (6,817)
At June 30, 2025 .................................................................. 1,623,632 5,270 1,628,902
At January 1, 2024 ................................................................. 1,683,471 4,504 1,687,975
New leases entered ................................................................ – 7 7 7 7
Expiry or termination of leases ....................................................... – (182) (182)
Financial cost ..................................................................... – 9 1 9 1
Financing cash flows ............................................................... – (2,478) (2,478)
Fair value changes of convertible redeemable preferred shares .............................. 25,475 – 25,475
Fair value changes on convertible redeemable preferred shares due to own credit risk ............ (3,608) – (3,608)
Exchange differences ............................................................... 10,560 – 10,560
At June 30, 2024 (Unaudited) ........................................................ 1,715,898 2,012 1,717,910
–I - 5 8–


--- page 387 ---
APPENDIX I ACCOUNTANTS’ REPORT
42. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this
note. Details of transactions between the Group and other related parties are disclosed below.
(a) Names and relationships with related parties
Name of related parties Relationships
Beijing Zhongyihulian Network Technology Co., Ltd
("Zhongyi Hulian")
Same group of shareholders as the Company
Duoer Hospital Same group of shareholders as the Company
Sunshine Property and Casualty Co., Ltd. ("Sunshine P&C") Under common control with one of the Company's preferred shares
shareholder who has significant influence on the Company
Sunshine Voice Insurance Sales Service Co., Ltd
("Sunshine Voice")
Under common control with one of the Company's preferred shares
shareholder who has significant influence on the Company
Zhongyi Hulian and Duoer Hospital became related parties of the Group after the Company completed a spin-off and discontinued its
Excluded Business on June 28, 2024.
(b) Significant transactions with related parties
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Services provided to related parties .................................... 25,117 13,074 28,453 12,538 12,315
Services received from related parties .................................. 1,145 333 2,986 – 3,455
Services provided to related parties
The Group provides trademark use rights licensing services, operation support services, insurance brokerage services and technical
services to related parties and charges related parties service fees calculated in accordance with the underlying service agreements.
Services received from related parties
Related parties provide operation support services, customer acquisition services and insurance services to the Group and charges the
Group service fees calculated in accordance with the underlying service agreements.
(c) The Group had the following balances with related parties:
As at December 31, As at June 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Accounts receivables ....................................................... 9 0 1 2,379 6,338 3,634
Prepayment .............................................................. – – 2 0 6 5 2
Accounts payables ......................................................... 5 5 5 – 2,105 846
Insurance premium payables ................................................. 1,052 1,554 1,204 2,055
Contract liabilities ......................................................... 24,309 13,054 583 –
These amounts were trade in nature, unsecured, interest free and repayable on demand.
(d) Deemed distribution
The Group waived debts from Disposal Entities amounting to USD3.6 million (equivalent to RMB26,083,000) in July 2024. The amount
was debited to reserve. As the Disposed Entities and the Company have the same group of shareholders with the same shareholding
percentage, it is deemed as distribution to shareholders.
–I - 5 9–


--- page 388 ---
APPENDIX I ACCOUNTANTS’ REPORT
(e) Compensation of key management personnel
The remuneration of key management personnel of the Group during the years ended December 31, 2022, 2023 and 2024, and the
six months ended June 30, 2025 were as follows:
Year ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Salaries and allowances ....................................... 2,735 2,650 2,650 1,324 1,280
Performance-based bonuses .................................... 3,988 3,261 3,488 2,125 2,499
Retirement benefit scheme contributions ......................... 2 4 8 2 1 6 2 3 0 1 1 2 6 4
Total ...................................................... 6,971 6,127 6,368 3,561 3,843
Key management personnel mainly include CEO and Chief Financial Officer.
The remuneration of key management is determined with reference to the performance of the Group and the individuals.
43. SUBSEQUENT EVENT
The following event took place after June 30, 2025:
On December 1, 2025, the Company’s shareholders resolved that, among other things, conditional upon the satisfaction or waiver of the
conditions of the Hong Kong public offering and the international offering, prior to the Listing, (i) each of the issued preferred shares of the
Company with par value of US$0.00001 will be automatically converted, reclassified and/or re-designated into one ordinary share of the
Company with par value of US$0.00001; and (ii) after the completion of the share reclassification, every ten issued and unissued ordinary
shares of the Company with par value of US$0.00001 each, will be consolidated into one share of the Company with par value of US$0.0001
each.
44. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements of the Group, the Company or any of its subsidiaries have been prepared in respect of any period
subsequent to June 30, 2025.
–I - 6 0–


--- page 389 ---
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
The information set out in this Appendix does not form part of the accountants’ report on the historical
financial information of the Group for the three years ended December 31, 2024 and the six months ended
June 30, 2025 (the “Accountants’ Report”) prepared by Deloitte Touche Tohmatsu, Certified Public
Accountants, Hong Kong, the reporting accountants of the Company, as set out in Appendix I and is included
herein for information purposes only. The unaudited pro forma financial information should be read in
conjunction with the section headed “Financial Information” in this prospectus and the Accountants’ Report set
out in Appendix I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE
ASSETS OF THE GROUP ATTRIBUTABLE TO OWNERS OF THE COMPANY
The following unaudited pro forma statement of adjusted consolidated net tangible assets of the Group
attributable to owners of the Company prepared in accordance with Rule 4.29 of the Listing Rules is set out
below to illustrate the effect of the Global Offering on the consolidated tangible assets less liabilities of the
Group attributable to owners of the Company as at June 30, 2025, as if the Global Offering had taken place on
that date.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to
owners of the Company has been prepared for illustrative purposes only and, because of its hypothetical nature,
may not give a true picture of the consolidated net tangible assets of the Group attributable to owners of the
Company, had the Global Offering been completed as at June 30, 2025 or at any future dates.
The following unaudited pro forma statement of adjusted consolidated net tangible assets of the Group
attributable to owners of the Company is prepared based on the consolidated tangible assets less liabilities of the
Group attributable to owners of the Company as at June 30, 2025 as derived from the Accountants’ Report of the
Group, as set out in Appendix I to this prospectus, and adjusted as described below.
Consolidated
tangible assets
less liabilities
of the Group
attributable to
owners of the
Company as at
June 30, 2025
Estimated
net proceeds
from Global
Offering
Unaudited
pro forma
adjusted
consolidated
tangible assets
less liabilities
of the Group
attributable
to owners of the
Company as at
June 30, 2025
Unaudited
pro forma
adjusted
consolidated
tangible assets
less liabilities of
the Group
attributable to
owners of the
Company as at
June 30, 2025
per Share
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4)
Based on an Offer Price of HK$22.68 per Offer
Share .................................. ( 1 , 151,135) 491,915 (659,220) (6.18) (6.80)
Notes:
1. The consolidated tangible assets less liabilities of the Group attributable to owners of the Company as at
June 30, 2025 is derived from the Accountants’ Report set out in Appendix I to this prospectus, which is
based on the consolidated net liabilities of the Group attributable to owners of the Company as at June 30,
2025 of RMB1,131,297 thousand adjusted for intangible asset of the Group attributable to owners of the
Company of RMB19,838 thousand.
2. The estimated net proceeds from the Global Offering are based on 26,540,000 Offer Shares to be issued at
the Offer Price of HK$22.68 per Share, after deduction of the estimated listing expenses and share issue
costs (including underwriting fees and other related expenses) payable by the Group (excluding listing
expense which have been charged to the consolidated statements of profit or loss and other comprehensive
income up to June 30, 2025 ) and does not take into account conversion of convertible redeemable preferred
shares of the Company, allotment and issuance of any Shares upon the exercise of the Over-allotment
Option, the Shares to be issued pursuant to the Pre-IPO equity share option plan and the Shares which may
be allotted and issued or repurchased by the Company under the general mandates granted to the directors of
the Company. For the purpose of calculating the estimated net proceeds from the Global Offering, the
translation of Hong Kong dollars into Renminbi was made at the exchange rate of HK$1.00 to RMB0.90906
– II-1 –


--- page 390 ---
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
as disclosed in the Exchange Rate Conversion section of this Prospectus. No representation is made that
Hong Kong dollars have been, would have been or may be converted into Renminbi, or vice versa, at that
rate or at any other rates or at all.
3. The unaudited pro forma adjusted consolidated tangible assets less liabilities of the Group attributable to
owners of the Company as at June 30, 2025 per Share is calculated based on 106,608,359 Shares, being the
number of Shares expected to be in issue immediately following the completion of the Global Offering with
taking into account the share consolidation as mentioned below and without taking into account conversion
of 99,765,850 (on share consolidation basis as mentioned below) convertible redeemable preferred shares of
the Company, allotment and issuance of any Offer Shares upon the exercise of the Over-allotment Option,
the Shares to be issued pursuant to the Pre-IPO equity share option plan and the Shares which may be
allotted and issued or repurchased by the Company under the general mandates granted to the directors of
the Company. Each of the issued convertible redeemable preferred shares of the Company with par value of
US$0.00001 will be automatically converted into one ordinary share of the Company with par value of
US$0.00001 (the “Share Conversion”). After the completion of the Share Conversion, every ten issued and
unissued ordinary shares of the Company with par value of US$0.00001 each, will be consolidated into one
Share of the Company with par value of US$0.0001 each, rounding up to the nearest whole number of
Shares.
4. The unaudited pro forma adjusted consolidated tangible assets less liabilities of the Group attributable to
owners of the Company per Offer Share is converted from RMB into Hong Kong dollars at the rate of
HK$1.00 to RMB0.90906 as disclosed in the Exchange Rate Conversion section of this Prospectus. No
representation is made that the RMB have been, would have been or may be converted into Hong Kong
dollars, or vice versa, at that rate or at any other rates or at all.
5. In January 2025, the Company has repurchased 10,552,846 and 21,105,693 series D preferred shares of the
Company from two of their preferred shareholders, respectively. The repurchase of preferred shares has no
impact on the Company’s net tangible assets less liabilities, as the consideration equals to the carrying
amount of preferred shares. The convertible redeemable preferred shares were issued as financing activities
of the Company, which will be re-designated as equity upon the Listing along with the automatic conversion
of convertible redeemable preferred shares into ordinary shares.
6. No adjustment has been made to the unaudited pro forma adjusted consolidated tangible assets less
liabilities of the Group attributable to owners of the Company as at June 30, 2025 to reflect any operating
result or other transactions of the Group entered into subsequent to June 30, 2025. In particular, the
unaudited pro forma adjusted consolidated tangible assets less liabilities of the Group attributable to owners
of the Company as shown on the table above have not been adjusted to illustrate the effect of the Share
Conversion.
As at June 30, 2025, total carrying amount of 997,658,483 convertible redeemable preferred shares of the
Group was RMB1,623,632 thousand and recognized as financial liabilities. These convertible redeemable
preferred shares shall automatically be converted without the payment of any additional consideration into
ordinary shares upon the completion of the Global Offering and based on initial conversion ratio of 1:1, and
shall be subject to adjustments based on adjustments of the conversion price.
Had the Share Conversion been assumed to take place as at June 30, 2025, the unaudited pro forma adjusted
consolidated tangible assets less liabilities of the Group attributable to owners of the Company as at June 30,
2025 per Share would be calculated based on 206,374,209 Shares and the unaudited pro forma adjusted
consolidated tangible assets less liabilities of the Group attributable to owners of the Company as at June 30,
2025 per Share would be HK$5.14 (equivalent RMB4.67) based on an offer price of HK$22.68 per Offer
Share.
– II-2 –


--- page 391 ---
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
REPORTING ACCOUNTANTS’ REPORT ON THE UNAUDITED PRO FORMA FINANCIAL
INFORMATION
The following is the text of the independent reporting accountants’ assurance report received from Deloitte
Touche Tohmatsu, Certified Public Accountants, Hong Kong, the reporting accountants of the Company, in
respect of the Group’s unaudited pro forma financial information prepared for the purpose of incorporation in
this prospectus.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION
OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of QingSong Health Corporation
We have completed our assurance engagement to report on the compilation of unaudited pro forma financial
information of QingSong Health Corporation (the “Company”) and its subsidiaries (hereinafter collectively
referred to as the “Group”) by the directors of the Company (the “Directors”) for illustrative purposes only. The
unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated
net tangible assets as at June 30, 2025 and related notes as set out on pages II-1 to II-2 of Appendix II to the
prospectus issued by the Company dated December 15, 2025 (the “Prospectus”). The applicable criteria on the
basis of which the Directors have compiled the unaudited pro forma financial information are described on
pages II-1 to II-2 of Appendix II to the Prospectus.
The unaudited pro forma financial information has been compiled by the Directors to illustrate the impact of
the Global Offering on the Group’s financial position as at June 30, 2025 as if the Global Offering had taken
place at June 30, 2025. As part of this process, information about the Group’s financial position has been
extracted by the Directors from the Historical Financial Information for each of the three years ended
December 31, 2024 and the six months ended June 30, 2025, on which an accountants’ report set out in
Appendix I to the Prospectus has been published.
Directors’ Responsibilities for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the unaudited pro forma financial information in accordance
with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial
Information for Inclusion in Investment Circulars” (“AG 7”) issued by the Hong Kong Institute of Certified
Public Accountants (the “HKICPA”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the “Code of Ethics for
Professional Accountants” issued by the HKICPA, which is founded on fundamental principles of integrity,
objectivity, professional competence and due care, confidentiality and professional behavior.
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1 “Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagements” issued by the HKICPA, which requires the firm to design, implement and operate a system of
quality management including policies and procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory requirements.
Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the
unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility
for any reports previously given by us on any financial information used in the compilation of the unaudited pro
forma financial information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.
– II-3 –


--- page 392 ---
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420
“Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a
Prospectus” issued by the HKICPA. This standard requires that the reporting accountants plan and perform
procedures to obtain reasonable assurance about whether the Directors have compiled the unaudited pro forma
financial information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued
by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on
any historical financial information used in compiling the unaudited pro forma financial information, nor have
we, in the course of this engagement, performed an audit or review of the financial information used in compiling
the unaudited pro forma financial information.
The purpose of unaudited pro forma financial information included in an investment circular is solely to
illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if
the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the
illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at
June 30, 2025 would have been as presented.
A reasonable assurance engagement to report on whether the unaudited pro forma financial information has
been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether
the applicable criteria used by the Directors in the compilation of the unaudited pro forma financial information
provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction,
and to obtain sufficient appropriate evidence about whether:
• the related pro forma adjustments give appropriate effect to those criteria; and
• the unaudited pro forma financial information reflects the proper application of those adjustments to
the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to the reporting
accountants’ understanding of the nature of the Group, the event or transaction in respect of which the unaudited
pro forma financial information has been compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro forma financial
information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion:
(a) the unaudited pro forma financial information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the unaudited pro forma financial information as
disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
December 15, 2025
– II-4 –


--- page 393 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
Set out below is a summary of certain provisions of the constitution of our Company and certain aspects of
the company laws of the Cayman Islands.
Our Company was incorporated in the Cayman Islands as an exempted company with limited liability on
November 12, 2014 under the Cayman Companies Act. Our Company’s constitutional documents consist of the
Memorandum of Association and the Articles of Association.
1. MEMORANDUM OF ASSOCIATION
The Memorandum provides, inter alia, that the liability of the members of our Company is limited, that the
objects for which our Company is established are unrestricted (and therefore include acting as an investment
holding company) and that our Company shall have full power and authority to carry out any object not
prohibited by the Cayman Companies Act or any other law of the Cayman Islands.
2. ARTICLES OF ASSOCIATION
The Articles were conditionally adopted on December 1, 2025 and will become effective on the Listing
Date. A summary of certain provisions of the Articles is set out below.
2.1 Shares
(a) Classes of Shares
The share capital of our Company consists of a single class of ordinary shares.
(b) Variation of Rights of Existing Shares or Classes of Shares
If at any time the share capital of our Company is divided into different classes of Shares, all or
any of the rights attached to any class of Shares for the time being issued (unless otherwise provided by
the terms of issue of the Shares of that class) may, whether or not our Company is being wound up, be
varied with the consent in writing of the holders of at least three-fourths of the issued Shares of that
class, or with the approval of a resolution passed by at least three-fourths of the votes cast by the
holders of the Shares of that class present and voting in person or by proxy at a separate meeting of
such holders. The provisions of the Articles relating to general meetings shall apply mutatis mutandis
to every such separate meeting, except that the necessary quorum shall be two persons together holding
(or, in the case of a member being a corporation, by its duly authorized representative), or representing
by proxy, at least one-third of the issued Shares of that class. Every holder of Shares of the class shall
be entitled on a poll to one vote for every such Share held by him, and any holder of Shares of the class
present in person or by proxy may demand a poll.
For the purposes of a separate class meeting, the Board may treat two or more classes of Shares as
forming one class of Shares if the Board considers that such classes of Shares would be affected in the
same way by the proposals under consideration, but in any other case shall treat them as separate
classes of Shares.
Any rights conferred upon the holders of Shares of any class shall not, unless otherwise expressly
provided in the rights attaching to the terms of issue of the Shares of that class, be deemed to be varied
by the creation or issue of further Shares ranking pari passu therewith.
(c) Alteration of Capital
Our Company may by ordinary resolution:
(i) increase its share capital by the creation of new Shares of such amount and with such rights,
priorities and privileges attached to such Shares as it may determine;
(ii) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing
Shares. On any consolidation of fully paid Shares and division into Shares of a larger amount, the
– III-1 –


--- page 394 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
Board may settle any difficulty which may arise as it thinks expedient and, in particular (but
without prejudice to the generality of the foregoing), may as between the holders of Shares to be
consolidated determine which particular Shares are to be consolidated into a consolidated Share,
and if it shall happen that any person shall become entitled to fractions of a consolidated Share or
Shares, such fractions may be sold by some person appointed by the Board for that purpose and
the person so appointed may transfer the Shares so sold to the purchaser(s) thereof and the validity
of such transfer shall not be questioned, and the net proceeds of such sale (after deduction of the
expenses of such sale) may either be distributed among the persons who would otherwise be
entitled to a fraction or fractions of a consolidated Share or Shares rateably in accordance with
their rights and interests or may be paid to our Company for our Company’s benefit;
(iii) sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the
Memorandum; and
(iv) cancel any Shares which, as at the date of passing of the resolution, have not been taken or agreed
to be taken by any person and diminish the amount of its share capital by the amount of the Shares
so canceled.
Our Company may by special resolution reduce its share capital or any undistributable reserve,
subject to the provisions of the Cayman Companies Act.
(d) Transfer of Shares
Subject to the terms of the Articles, any member of our Company may transfer all or any of his
Shares by an instrument of transfer. If the Shares in question were issued in conjunction with rights,
options, warrants or units issued pursuant to the Articles on terms that one cannot be transferred
without the other, the Board shall refuse to register the transfer of any such Share without evidence
satisfactory to it of the like transfer of such right, option, warrant or unit.
Subject to the Articles and the requirements of the Stock Exchange, all transfers of Shares shall be
effected by an instrument of transfer in the usual or common form or in such other form as the Board
may approve and may be under hand or, if the transferor or transferee is a recognized clearing house or
its nominee(s), under hand or by machine imprinted signature, or by such other manner of execution as
the Board may approve from time to time.
Execution of the instrument of transfer shall be by or on behalf of the transferor and the transferee,
provided that the Board may dispense with the execution of the instrument of transfer by the transferor
or transferee or accept mechanically executed transfers. The transferor shall be deemed to remain the
holder of a Share until the name of the transferee is entered in the register of members of our Company
in respect of that Share.
Subject to the provisions of the Cayman Companies Act, if the Board considers it necessary or
appropriate, our Company may establish and maintain a branch register or registers of members at such
location or locations within or outside the Cayman Islands as the Board thinks fit. The Board may, in
its absolute discretion, at any time transfer any Share on the principal register to any branch register or
any Share on any branch register to the principal register or any other branch register.
The Board may, in its absolute discretion, decline to register a transfer of any Share (not being a
fully paid Share) to a person of whom it does not approve or on which our Company has a lien, or a
transfer of any Share issued under any share option scheme upon which a restriction on transfer
subsists or a transfer of any Share to more than four joint holders. It may also decline to recognize any
instrument of transfer if the proposed transfer does not comply with the Articles or any requirements of
the Listing Rules.
The Board may decline to recognize any instrument of transfer unless a certain fee, up to such
maximum sum as the Stock Exchange may determine to be payable, is paid to our Company, the
instrument of transfer is properly stamped (if applicable), is in respect of only one class of Share and is
– III-2 –


--- page 395 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
lodged at the relevant registration office or the place at which the principal register is located
accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably
require is provided to show the right of the transferor to make the transfer (and if the instrument of
transfer is executed by some other person on his behalf, the authority of that person so to do).
The register of members may, subject to the Listing Rules and the relevant section of the
Companies Ordinance, be closed at such time or for such period not exceeding in the whole 30 days in
each year as the Board may determine (or such longer period as the members of the Company may by
ordinary resolution determine, provided that such period shall not be extended beyond 60 days in any
year).
Fully paid Shares shall be free from any restriction on transfer (except when permitted by the
Stock Exchange) and shall also be free from all liens.
(e) Redemption of Shares
Subject to the provisions of the Cayman Companies Act, the Listing Rules and any rights
conferred on the holders of any Shares or attaching to any class of Shares, our Company may issue
Shares that are to be redeemed or are liable to be redeemed at the option of the members or our
Company. The redemption of such Shares shall be effected in such manner and upon such other terms
as our Company may by special resolution determine before the issue of such Shares.
(f) Power of our Company to Purchase our own Shares
Subject to the Cayman Companies Act, or any other law or so far as not prohibited by any law and
subject to any rights conferred on the holders of any class of Shares, our Company shall have the power
to purchase or otherwise acquire all or any of its own Shares (which includes redeemable Shares),
provided that the manner and terms of purchase have first been authorized by ordinary resolution and
that any such purchase shall only be made in accordance with the relevant code, rules or regulations
issued from time to time by the Stock Exchange and/or the Securities and Futures Commission of
Hong Kong from time to time in force.
(g) Power of any Subsidiary of our Company to own Shares in our Company
There are no provisions in the Articles relating to the ownership of Shares in our Company by a
subsidiary.
(h) Calls on Shares and Forfeiture of Shares
Subject to the terms of allotment and issue of any Shares (if any), the Board may, from time to
time, make such calls as it thinks fit upon the members in respect of any monies unpaid on the Shares
held by them (whether in respect of par value or share premium). A member who is the subject of the
call shall (subject to receiving at least 14 clear days’ notice specifying the time or times for payment)
pay to our Company at the time or times so specified the amount called on his Shares. A call may be
made payable either in one sum or by installments, and shall be deemed to have been made at the time
when the resolution of the Board authorizing such call was passed. The joint holders of a Share shall be
severally as well as jointly liable for the payment of all calls and installments due in respect of such
Share.
If a call remains unpaid after it has become due and payable, the member from whom the sum is
due shall pay interest on the unpaid amount at such rate as the Board shall determine (together with any
expenses incurred by our Company as a result of such non-payment) from the day it became due and
payable until it is paid, but the Board may waive payment of such interest or expenses in whole or in
part.
If a member fails to pay any call or installment of a call after it has become due and payable, the
Board may, for so long as any part of the call or installment remains unpaid, give to such member not
– III-3 –


--- page 396 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
less than 14 clear days’ notice requiring payment of the unpaid amount together with any interest
which may have accrued and which may still accrue up to the date of payment (together with any
expenses incurred by our Company as a result of such non-payment). The notice shall specify a further
day on or before which the payment required by the notice is to be made. The notice shall also state
that, in the event of non-payment at or before the appointed time, the Shares in respect of which the call
was made will be liable to be forfeited.
If such notice is not complied with, any Share in respect of which the notice was given may,
before the payment required by the notice has been made, be forfeited by a resolution of the Board.
Such forfeiture shall include all dividends, other distributions and other monies payable in respect of
the forfeited Share and not paid before the forfeiture.
A person whose Shares have been forfeited shall cease to be a member in respect of the forfeited
Shares, shall surrender to our Company for cancelation the certificate(s) for the Shares forfeited and
shall remain liable to pay to our Company all monies which, as at the date of forfeiture, were payable
by him to our Company in respect of the Shares together with (if the Board shall in its discretion so
require) interest thereon from the date of forfeiture until the date of payment as the Board may
determine and any expenses incurred by our Company as a result of such non-payment.
2.2 Directors
(a) Appointment, Retirement and Removal
Our Company may by ordinary resolution of the members elect any person to be a Director. The
Board may also appoint any person to be a Director at any time, either to fill a casual vacancy or as an
additional Director subject to any maximum number fixed by the members in general meeting or the
Articles. Any Director so appointed shall hold office only until the first annual general meeting of our
Company after his appointment and shall then be eligible for re-election at such meeting. Any Director
so appointed by the Board shall not be taken into account in determining the Directors or the number of
Directors who are to retire by rotation at an annual general meeting.
There is no shareholding qualification for Directors nor is there any specified age limit for
Directors.
The members may by ordinary resolution remove any Director (including a managing or executive
Director) before the expiration of his term of office, notwithstanding anything in the Articles or any
agreement between our Company and such Director, and may by ordinary resolution elect another
person in his stead. Nothing shall be taken as depriving a Director so removed of any compensation or
damages payable to such Director in respect of the termination of his appointment as Director or of any
other appointment or office as a result of the termination of his appointment as Director.
The office of a Director shall be vacated if:
(i) the Director gives notice in writing to our Company that he resigns from his office as Director;
(ii) the Director is absent, without being represented by proxy or an alternate Director appointed by
him, for a continuous period of 12 months without special leave of absence from the Board, and
the Board passes a resolution that he has by reason of such absence vacated his office;
(iii) the Director becomes bankrupt or has a receiving order made against him or suspends payment or
compounds with his creditors generally;
(iv) the Director dies or an order is made by any competent court or official on the grounds that he is
or may be suffering from mental disorder or is otherwise incapable of managing his affairs and the
Board resolves that his office be vacated;
(v) the Director is prohibited from being or ceases to be a Director by operation of law;
– III-4 –


--- page 397 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
(vi) the Director has been required by the Stock Exchange to cease to be a Director or no longer
qualifies to be a Director pursuant to the Listing Rules; or
(vii) the Director is removed from office by notice in writing served upon him signed by not less than
three-fourths in number (or, if that is not a round number, the nearest lower round number) of the
Directors (including himself) then in office.
At each annual general meeting, one-third of the Directors for the time being shall retire from
office by rotation. If the number of Directors is not a multiple of three, then the number nearest to but
not less than one-third shall be the number of retiring Directors, provided that every Director shall be
subject to retirement by rotation at least once every three years. The Directors to retire at each annual
general meeting shall be those who have been in office longest since their last re-election or
appointment and, as between persons who became or were last re-elected Directors on the same day,
those to retire shall (unless they otherwise agree among themselves) be determined by lot.
(b) Power to Allot and Issue Shares and other Securities
Subject to the provisions of the Cayman Companies Act, the Memorandum and Articles and,
where applicable, the Listing Rules, and without prejudice to any rights or restrictions for the time
being attached to any Shares, the Board may allot, issue, grant options over or otherwise dispose of
Shares with or without preferred, deferred or other rights or restrictions, whether with regard to
dividend, voting, return of capital or otherwise, to such persons, at such times, for such consideration
and on such terms and conditions as it in its absolute discretion thinks fit, provided that no Shares shall
be issued at a discount to their par value.
Our Company may issue rights, options, warrants or convertible securities or securities of a
similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any
class of Shares or other securities in our Company on such terms as the Board may from time to time
determine.
Neither our Company nor the Board shall be obliged, when making or granting any allotment of,
offer of, option over or disposal of Shares, to make, or make available, any such allotment, offer,
option or Shares to members or others whose registered addresses are in any particular territory or
territories where, in the absence of a registration statement or other special formalities, this is or may,
in the opinion of the Board, be unlawful or impracticable. However, no member affected as a result of
the foregoing shall be, or be deemed to be, a separate class of members for any purpose whatsoever.
(c) Power to Dispose of the Assets of our Company or any of its Subsidiaries
Subject to the provisions of the Cayman Companies Act, the Memorandum and Articles and any
directions given by special resolution of our Company, the Board may exercise all powers and do all
acts and things which may be exercised or done by our Company to dispose of the assets of our
Company or any of our subsidiaries. No alteration to the Memorandum or Articles and no direction
given by special resolution of our Company shall invalidate any prior act of the Board which would
have been valid if such alteration or direction had not been made or given.
(d) Borrowing Powers
The Board may exercise all the powers of our Company to raise or borrow money, secure the
payment of any sum or sums of money for the purposes of our Company, mortgage or charge all or any
part of its undertaking, property and uncalled capital of our Company, and, subject to the Cayman
Companies Act, issue debentures, debenture stock, bonds and other securities, whether outright or as
collateral security for any debt, liability or obligation of our Company or of any third party.
(e) Remuneration
A Director shall be entitled to receive such sums as shall from time to time be determined by the
Board or our Company in general meetings. The Directors shall also be entitled to be repaid all
– III-5 –


--- page 398 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
expenses reasonably incurred by them in connection with attendance at meetings of the Board or
committees of the Board, or general meetings of our Company or separate meetings of the holders of
any class of Shares or debentures of our Company, or otherwise in connection with the business of our
Company and the discharge of their duties as Directors, and/or to receive fixed allowances in respect
thereof as may be determined by the Board.
The Board or our Company in general meetings may also approve additional remuneration to any
Director for any services which in the opinion of the Board or our Company in general meetings go
beyond such Director’s ordinary routine work as a Director.
(f) Compensation or Payments for Loss of Office
There are no provisions in the Articles relating to compensation or payment for loss of office.
(g) Loans to Directors
There are no provisions in the Articles relating to making of loans to Directors.
(h) Disclosure of Interest in Contracts with our Company or any of our Subsidiaries
With the exception of the office of auditor of our Company, a Director may hold any other office
or place of profit with our Company in conjunction with his office of Director for such period and upon
such terms as the Board may determine, and may be paid such extra remuneration for that other office
or place of profit, in whatever form, in addition to any remuneration provided for by or pursuant to the
Articles. A Director may be or become a director, officer or member of any other company in which
our Company may be interested, and shall not be liable to account to our Company or the members for
any remuneration or other benefits received by him as a director, officer or member of such other
company.
No person shall be disqualified from the office of Director or alternate Director or prevented by
such office from contracting with our Company, nor shall any such contract or any other contract or
transaction entered into by or on behalf of our Company in which any Director or alternate Director is
in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so
contracting or being so interested be liable to account to our Company for any profit realized by or
arising in connection with any such contract or transaction by reason of such Director or alternate
Director holding such office or of the fiduciary relationship established by it, provided that the nature
of interest of any Director or alternate Director in any such contract or transaction shall be disclosed by
such Director or alternate Director at or prior to the consideration and vote thereon.
A Director shall not vote on (or be counted in the quorum in relation to) any resolution of the
Board in respect of any contract or arrangement or other proposal in which he or any of his close
associate(s) has a material interest, and if he shall do so his vote shall not be counted and he shall not
be counted in the quorum for such resolution. This prohibition shall not apply to any of the following
matters:
(i) the giving of any security or indemnity to the Director or his close associate(s) in respect of
money lent or obligations incurred or undertaken by him or any of them at the request of or for the
benefit of our Company or any of our subsidiaries;
(ii) the giving of any security or indemnity to a third party in respect of a debt or obligation of our
Company or any of our subsidiaries for which the Director or his close associate(s) has/have
himself/themselves assumed responsibility in whole or in part whether alone or jointly under a
guarantee or indemnity or by the giving of security;
(iii) any proposal concerning an offer of Shares, debentures or other securities of or by our Company
or any other company which our Company may promote or be interested in for subscription or
purchase, where the Director or his close associate(s) is/are or is/are to be interested as a
participant in the underwriting or sub- underwriting of the offer;
– III-6 –


--- page 399 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
(iv) any proposal or arrangement concerning the benefit of employees of our Company or any of our
subsidiaries, including the adoption, modification or operation of (A) any employees’ share
scheme or any share incentive or share option scheme under which the Director or his close
associate(s) may benefit or (B) any pension fund or retirement, death or disability benefits scheme
which relates to the Director, his close associates and employees of our Company or any of our
subsidiaries and does not provide in respect of any Director or his close associate(s) any privilege
or advantage not generally accorded to the class of persons to which such scheme or fund relates;
and
(v) any contract or arrangement in which the Director or his close associate(s) is/are interested in the
same manner as other holders of Shares, debentures or other securities of the Company by virtue
only of his/their interest in those Shares, debentures or other securities.
2.3 Proceedings of the Board
The Board may meet anywhere in the world for the despatch of business and may adjourn and
otherwise regulate its meetings as it thinks fit. Unless otherwise determined, two Directors shall be a
quorum. Questions arising at any meeting shall be determined by a majority of votes. In the case of an
equality of votes, the chairman of the meeting shall have a second or casting vote.
2.4 Alterations to the Constitutional Documents and our Company’s Name
The Memorandum and Articles may only be altered or amended, and the name of our Company may
only be changed, by special resolution of our Company.
2.5 Meetings of Members
(a) Special and Ordinary resolutions
A special resolution must be passed by a majority of not less than three-fourths of the voting
rights held by such members as, being entitled so to do, vote in person or by proxy or, in the case of
any members which is a corporation, by its duly authorized representative(s) or by proxy, at a general
meeting of which notice specifying the intention to propose the resolution as a special resolution has
been duly given. A special resolution may also be approved in writing by all the members entitled to
vote at a general meeting in one or more instruments each signed by one or more of such members.
An ordinary resolution, in contrast, is a resolution passed by a simple majority of the voting rights
held by such members as, being entitled to do so, vote in person or by proxy or, in the case of any
member which is a corporation, by its duly authorized representative(s) or by proxy, at a general
meeting. An ordinary resolution may also be approved in writing by all the members entitled to vote at
a general meeting in one or more instruments each signed by one or more of such members.
The provisions of special resolutions and ordinary resolutions shall apply mutatis mutandis to any
resolutions passed by the holders of any class of shares.
(b) Voting Rights and Right to Demand a Poll
Subject to any rights, restrictions or privileges as to voting for the time being attached to any class
or classes of Shares, at any general meeting: (a) on a poll every member present in person (or, in the
case of a member being a corporation, by its duly authorized representative) or by proxy shall have one
vote for every Share and (b) on a show of hands every member who is present in person (or, in the case
of a member being a corporation, by its duly authorized representative) or by proxy shall have one
vote.
In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or
by proxy shall be accepted to the exclusion of the votes of the other join holders, and seniority shall be
determined by the order in which the names of the holders stand in the register of members of our
Company.
– III-7 –


--- page 400 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
No person shall be counted in a quorum or be entitled to vote at any general meeting unless he is
registered as a member on the record date for such meeting, nor unless all calls or other monies then
payable by him in respect of the relevant Shares have been paid.
At any general meeting a resolution put to the vote of the meeting shall be decided by way of poll
save that the chairman of the meeting may, pursuant to the Listing Rules, allow a resolution which
relates purely to a procedural or administrative matter to be voted on by a show of hands.
Any corporation or other non-natural person which is a member of our Company may in
accordance with its constitutional documents, or in the absence of such provision by resolution of its
directors or other governing body or by power of attorney, authorize such person as it thinks fit to act
as its representative at any meeting of our Company or of any class of members, and the person so
authorized shall be entitled to exercise the same powers as the corporation or other non-natural person
could exercise as if it were a natural person member of our Company.
If a recognized clearing house or its nominee(s) is a member of our Company, it may appoint
proxies or authorize such person or persons as it thinks fit to act as its representative(s), who enjoy
rights equivalent to the rights of other members, at any meeting of our Company (including but not
limited to general meetings and creditors meetings) or at any meeting of any class of members of our
Company, provided that if more than one person is so authorized, the authorization shall specify the
number and class of Shares in respect of which each such person is so authorized. A person so
authorized shall be entitled to exercise the same rights and powers on behalf of the recognized clearing
house or its nominee(s) as if such person were a natural person member of our Company, including the
right to speak and vote individually on a show of hands or on a poll.
All members of our Company (including a member which is a recognized clearing house (or its
nominee(s))) shall have the right to (i) speak at a general meeting and (ii) and vote at a general meeting
except where a member is required by the Listing Rules to abstain from voting to approve the matter
under consideration. Where any member is, under the Listing Rules, required to abstain from voting on
any particular resolution or restricted to voting only for or only against any particular resolution, any
votes cast by or on behalf of such member in contravention of such requirement or restriction shall not
be counted.
(c) Annual General Meetings and Extraordinary General Meetings
Our Company must hold a general meeting as its annual general meeting in each financial year.
Such meeting shall be specified as such in the notices calling it, and must be held within six months
after the end of our Company’s financial year. A meeting of the members or any class thereof may be
held by telephone, tele-conferencing or other electronic means, provided that all participants are able to
communicate contemporaneously with one another, and participation in a meeting in such manner shall
constitute presence at such meetings.
The Board may convene an extraordinary general meeting whenever it thinks fit. In addition, one
or more members holding, as at the date of deposit of the requisition, in aggregate not less than
one-tenth of the voting rights (on a one vote per Share basis) in the share capital of our Company may
make a requisition to convene an extraordinary general meeting and/or add resolutions to the agenda of
a meeting. Such requisition, which must state the objects and the resolutions to be added to the agenda
of the meeting and must be signed by the requisitionists, shall be deposited at the principal place of
business of our Company in Hong Kong or, in the event our Company ceases to have such a principal
place of business, the registered office of our Company. If the Board does not within 21 days from the
date of deposit of such requisition duly proceed to convene a general meeting to be held within the
following 21 days, the requisitionists or any of them representing more than one-half of the total voting
rights of all the requisitionists may themselves convene a general meeting, but any such meeting so
convened shall be held no later than the day falling three months after the expiration of the said 21-day
period. A general meeting convened by requisitionists shall be convened in the same manner as nearly
as possible as that in which general meetings are to be convened by the Board, and all reasonable
expenses incurred by the requisitionists shall be reimbursed to the requisitionists by our Company.
– III-8 –


--- page 401 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
(d) Notices of Meetings and Business to be Conducted
An annual general meeting of our Company shall be called by at least 21 days’ notice in writing,
and any other general meeting of our Company shall be called by at least 14 days’ notice in writing.
The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for
which it is given, and must specify the date, time, place and agenda of the meeting, the particulars of
the resolution(s) to be considered at the meeting and the general nature of the business to be considered
at the meeting.
Except where otherwise expressly stated, any notice or document (including a share certificate) to
be given or issued under the Articles shall be in writing, and may be served by our Company on any
member personally, by post to such member’s registered address, (to the extent permitted by the
Listing Rules and all applicable laws and regulations) by electronic means or (in the case of a notice)
by advertisement published in the manner prescribed under the Listing Rules.
Notwithstanding that a meeting of our Company is called by shorter notice than as specified
above, if permitted by the Listing Rules, such meeting may be deemed to have been duly called if it is
so agreed:
(i) in the case of an annual general meeting, by all members of our Company entitled to attend and
vote thereat; and
(ii) in the case of an extraordinary general meeting, by a majority in number of the members having a
right to attend and vote at the meeting holding not less than 95% of the total voting rights held by
such members.
If, after the notice of a general meeting has been sent but before the meeting is held, or after the
adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of
the adjourned meeting is required), the Board in its absolute discretion consider that it is impractical or
unreasonable for any reason to hold a general meeting on the date or at the time and place specified in
the notice calling such meeting, it may change or postpone the meeting to another date, time and place.
The Board also has the power to provide in every notice calling a general meeting that in the event
of a gale warning, a black rainstorm warning or extreme conditions is/are in force at any time on the
day of the general meeting (unless such warning is canceled at least a minimum period of time prior to
the general meeting as the Board may specify in the relevant notice), the meeting shall be postponed
without further notice to be reconvened on a later date.
Where a general meeting is postponed:
(A) our Company shall endeavor to cause a notice of such postponement, which shall set out the
reason for the postponement in accordance with the Listing Rules, to be placed on our Company’s
website and published on the Stock Exchange’s website as soon as practicable, provided that
failure to place or publish such notice shall not affect the automatic postponement of a general
meeting due to a gale warning, a black rainstorm warning or extreme conditions being in force on
the day of the general meeting;
(B) the Board shall fix the date, time and place for the reconvened meeting and at least seven clear
days’ notice shall be given for the reconvened meeting. Such notice shall specify the date, time
and place at which the postponed meeting will be reconvened and the date and time by which
proxies shall be submitted in order to be valid at such reconvened meeting (provided that any
proxy submitted for the original meeting shall continue to be valid for the reconvened meeting
unless revoked or replaced by a new proxy); and
(C) only the business set out in the notice of the original meeting shall be considered at the
reconvened meeting, and notice given for the reconvened meeting does not need to specify the
business to be considered at the reconvened meeting, nor shall any accompanying documents be
– III-9 –


--- page 402 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
required to be recirculated. Where any new business is to be considered at such reconvened
meeting, our Company shall give a fresh notice for such reconvened meeting in accordance with
the Articles.
(e) Quorum for Meetings and Separate Class Meetings
No business shall be considered at any general meeting unless a quorum is present when the
meeting proceeds to business, and continues to be present until the conclusion of the meeting.
The quorum for a general meeting shall be two members present in person (or in the case of a
member being a corporation, by its duly authorized representative) or by proxy and entitled to vote. In
respect of a separate class meeting (other than an adjourned meeting) convened to approve the variation
of class rights, the necessary quorum shall be two persons holding or representing by proxy not less
than one-third of the issued Shares of that class.
(f) Proxies
Any member of our Company (including a member which is a recognized clearing house (or its
nominee(s))) entitled to attend and vote at a meeting of our Company is entitled to appoint another
person (being a natural person) as his proxy to attend and vote in his place. A member who is the
holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf
at a general meeting of our Company or at a class meeting. A proxy need not be a member of our
Company and shall be entitled to exercise the same powers on behalf of a member who is a natural
person and for whom he acts as proxy as such member could exercise. In addition, a proxy shall be
entitled to exercise the same powers on behalf of a member which is a corporation and for which he
acts as proxy as such member could exercise as if it were a natural person member present in person at
any general meeting. On a poll or on a show of hands, votes may be given either personally (or, in the
case of a member being a corporation, by its duly authorized representative) or by proxy.
The instrument appointing a proxy shall be in writing and executed under the hand of the
appointor or of his attorney duly authorized in writing, or if the appointor is a corporation or other
non-natural person, either under its seal or under the hand of a duly authorized representative.
The Board shall, in the notice convening any meeting or adjourned meeting, or in an instrument of
proxy sent out by our Company, specify the manner by which the instrument appointing a proxy shall
be deposited and the place and time (being no later than the time appointed for the commencement of
the meeting or adjourned meeting to which the instrument of proxy relates) at which such instrument
shall be deposited.
Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form
that complies with the Listing Rules as the Board may from time to time approve. Any form issued to a
member for appointing a proxy to attend and vote at a general meeting at which any business is to be
considered shall be such as to enable the member, according to his intentions, to instruct the proxy to
vote in favor of or against (or, in default of instructions, to exercise the discretion of the proxy in
respect of) each resolution dealing with any such business.
2.6 Accounts and Audit
The Board shall cause to be kept such books of account as are necessary to give a true and fair view of
the state of our Company’s affairs and to explain its transactions in accordance with the Cayman Companies
Act.
The books of accounts of our Company shall be kept at the principal place of business of our Company
in Hong Kong or, subject to the provisions of the Cayman Companies Act, at such other place or places as
the Board thinks fit and shall always be open to inspection by any Director. No member (not being a
Director) or other person shall have any right to inspect any account, book or document of our Company
except as conferred by the Cayman Companies Act or ordered by a court of competent jurisdiction or as
authorized by the Board or our Company in general meeting.
– III-10 –


--- page 403 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
The Board shall cause to be prepared and laid before our Company at every annual general meeting a
profit and loss account for the period since the preceding account, together with a balance sheet as at the
date to which the profit and loss account is made up, a Directors’ report with respect to the profit or loss of
our Company for the period covered by the profit and loss account and the state of our Company’s affairs as
at the end of such period, an auditors’ report on such accounts and such other reports and accounts as may
be required by law and the Listing Rules.
The members shall at each annual general meeting appoint auditor(s) to hold office by ordinary
resolution of the members until the conclusion of the next annual general meeting on such terms and with
such duties as may be agreed with the Board. The auditors’ remuneration shall be fixed by the members at
the annual general meeting at which they are appointed by ordinary resolution of the members or in any
other manner as specified in such ordinary resolution. The members may, at any general meeting convened
and held in accordance with the Articles, remove the auditors by ordinary resolution at any time before the
expiration of the term of office and shall, by ordinary resolution, at that meeting appoint new auditors in
their place for the remainder of the term.
The accounts of our Company shall be prepared and audited based on the generally accepted
accounting principles of Hong Kong, the International Accounting Standards or such other standards as may
be permitted by the Stock Exchange.
2.7 Dividends and other Methods of Distribution
Subject to the Cayman Companies Act and the Articles, our Company may by ordinary resolution
resolve to declare dividends and other distributions on Shares in issue in any currency and authorize
payment of the dividends or distributions out of the funds of our Company lawfully available therefor,
provided that (i) no dividends shall exceed the amount recommended by the Board, and (ii) no dividends or
distributions shall be paid except out of the realized or Unrealized profits of our Company, out of the share
premium account or as otherwise permitted by law.
The Board may from time to time pay to the members of our Company such interim dividends as
appear to the Board to be justified by the financial conditions and the profits of our Company. In addition,
the Board may from time to time declare and pay special dividends on Shares of such amounts and on such
dates as it thinks fit.
Except as otherwise provided by the rights attached to any Shares, all dividends and other distributions
shall be paid according to the amounts paid up on the Shares that a member holds during the period in
respect of which the dividends and distributions are paid. No amount paid up on a Share in advance of calls
shall for this purpose be treated as paid up on the Share.
The Board may deduct from any dividends or other distributions payable to any member of our
Company all sums of money (if any) then payable by him to our Company on account of calls or otherwise.
The Board may retain any dividends or distributions payable on or in respect of a Share upon which our
Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or
engagements in respect of which the lien exists.
No dividends or other distributions payable by our Company on or in respect of any Share shall carry
interest against our Company.
Where the Board or our Company in general meeting has resolved that a dividend should be paid or
declared, the Board may further resolve:
(a) that such dividend be satisfied in whole or in part in the form of an allotment of Shares credited as fully
paid on the basis that the Shares so allotted shall be of the same class as the class already held by the
allottee, provided that the members entitled thereto will be entitled to elect to receive such dividend (or
part thereof) in cash in lieu of such allotment; or
(b) that the members entitled to such dividend will be entitled to elect to receive an allotment of Shares
credited as fully paid in lieu of the whole or such part of the dividend as the Board may think fit on the
basis that the Shares so allotted shall be of the same class as the class already held by the allottee.
– III-11 –


--- page 404 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
Upon the recommendation of the Board, our Company may by ordinary resolution resolve in respect of
any one particular dividend of our Company determine that notwithstanding the foregoing, a dividend may
be satisfied wholly in the form of an allotment of Shares credited as fully paid without offering any right to
members to elect to receive such dividend in cash in lieu of such allotment.
Any dividends, distributions or other monies payable in cash in respect of Shares may be paid by wire
transfer to the holder of such Shares or by check or warrant sent by post to the registered address of such
holder, or in the case of joint holders, to the registered address of the holder who is first named on the
register of members of our Company, or to such person and to such address as the holder or joint holders
may in writing direct. Any one of two or more joint holders may give effectual receipts for any dividends,
distributions or other monies payable in respect of the Shares held by them as joint holders.
Whenever the Board or our Company in general meeting has resolved that a dividend be paid or
declared, the Board may further resolve that such dividend be satisfied in whole or in part by the distribution
of specific assets of any kind.
Any dividends or other distributions which remain unclaimed for six years from the date on which such
dividends or distributions become payable shall be forfeited and shall revert to our Company.
2.8 Inspection of Corporate Records
For so long as any part of the share capital of our Company is listed on the Stock Exchange, any
member may inspect any register of members of our Company maintained in Hong Kong (except when the
register of members is closed in accordance with the Companies Ordinance) without charge and require the
provision to him of copies or extracts of such register in all respects as if our Company were incorporated
under and were subject to the Companies Ordinance.
2.9 Rights of Minorities in relation to Fraud or Oppression
There are no provisions in the Articles concerning the rights of minority members in relation to fraud
or oppression. However, certain remedies may be available to members of our Company under the
Cayman Islands laws, as summarized in paragraph 3.6 below.
2.10 Procedures on Liquidation
Subject to the Cayman Companies Act, the members of our Company may by special resolution
resolve to wind up our Company voluntarily or by the court.
Subject to any rights, privileges or restrictions as to the distribution of available surplus assets on
liquidation for the time being attached to any class or classes of Shares:
(a) if the assets available for distribution among the members of our Company are more than sufficient to
repay the whole of our Company’s paid up capital at the commencement of the winding up, the surplus
shall be distributed pari passu among such members in proportion to the amount paid up on the Shares
held by them at the commencement of the winding up; and
(b) if the assets available for distribution among the members of our Company are insufficient to repay the
whole of our Company’s paid up capital, such assets shall be distributed so that, as nearly as may be,
the losses shall be borne by the members in proportion to the capital paid up, or ought to be paid up, on
the Shares held by them at the commencement of the winding up.
If our Company is wound up (whether the liquidation is voluntary or compelled by the court), the
liquidator may, with the approval of a special resolution and any other approval required by the Cayman
Companies Act, divide among the members in kind the whole or any part of the assets of our Company,
whether the assets consist of property of one kind or different kinds, and the liquidator may, for such
purpose, set such value as he deems fair upon any one or more class or classes of property to be so divided
and may determine how such division shall be carried out as between the members or different classes of
– III-12 –


--- page 405 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
members and the members within each class. The liquidator may, with the like approval, vest any part of the
assets in trustees upon such trusts for the benefit of the members as the liquidator thinks fit, provided that no
member shall be compelled to accept any shares or other property upon which there is a liability.
3. COMPANY LAWS OF THE CAYMAN ISLANDS
Our Company was incorporated in the Cayman Islands as an exempted company on November 12,
2014 subject to the Cayman Companies Act. Certain provisions of the company laws of the Cayman Islands
are set out below but this section does not purport to contain all applicable qualifications and exceptions or
to be a complete review of all matters of the company laws of the Cayman Islands, which may differ from
equivalent provisions in jurisdictions with which interested parties may be more familiar.
3.1 Company Operations
An exempted company such as our Company must conduct its operations mainly outside the
Cayman Islands. An exempted company is also required to file an annual return each year with the Registrar
of Companies of the Cayman Islands and pay a fee which is based on the amount of its authorized share
capital.
3.2 Share Capital
Under the Cayman Companies Act, a Cayman Islands company may issue ordinary, preference or
redeemable shares or any combination thereof. Where a company issues shares at a premium, whether for
cash or otherwise, a sum equal to the aggregate amount or value of the premium on those shares shall be
transferred to an account, to be called the share premium account. At the option of a company, these
provisions may not apply to premium on shares of that company allotted pursuant to any arrangements in
consideration of the acquisition or cancelation of shares in any other company and issued at a premium. The
share premium account may be applied by the company subject to the provisions, if any, of its memorandum
and articles of association, in such manner as the company may from time to time determine including, but
without limitation, the following:
(a) paying distributions or dividends to members;
(b) paying up unissued shares of the company to be issued to members as fully paid bonus shares;
(c) any manner provided in section 37 of the Cayman Companies Act;
(d) writing-off the preliminary expenses of the company; and
(e) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or
debentures of the company.
Notwithstanding the foregoing, no distribution or dividend may be paid to members out of the share
premium account unless, immediately following the date on which the distribution or dividend is proposed
to be paid, the company will be able to pay its debts as they fall due in the ordinary course of business.
Subject to confirmation by the court, a company limited by shares or a company limited by guarantee
and having a share capital may, if authorized to do so by its articles of association, by special resolution
reduce its share capital in any way.
3.3 Financial Assistance to Purchase Shares of a Company or its Holding Company
There are no statutory prohibitions in the Cayman Islands on the granting of financial assistance by a
company to another person for the purchase of, or subscription for, its own, its holding company’s or a
subsidiary’s shares. Therefore, a company may provide financial assistance provided the directors of the
company, when proposing to grant such financial assistance, discharge their duties of care and act in good
faith, for a proper purpose and in the interests of the company. Such assistance should be on an arm’s-length
basis.
– III-13 –


--- page 406 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
3.4 Purchase of Shares and Warrants by a Company and its Subsidiaries
A company limited by shares or a company limited by guarantee and having a share capital may, if so
authorized by its articles of association, issue shares which are to be redeemed or are liable to be redeemed
at the option of the company or a member and, for the avoidance of doubt, it shall be lawful for the rights
attaching to any shares to be varied, subject to the provisions of the company’s articles of association, so as
to provide that such shares are to be or are liable to be so redeemed. In addition, such a company may, if
authorized to do so by its articles of association, purchase its own shares, including any redeemable shares;
an ordinary resolution of the company approving the manner and terms of the purchase will be required if
the articles of association do not authorize the manner and terms of such purchase. A company may not
redeem or purchase its shares unless they are fully paid. Furthermore, a company may not redeem or
purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any issued
shares of the company other than shares held as treasury shares. In addition, a payment out of capital by a
company for the redemption or purchase of its own shares is not lawful unless, immediately following the
date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall
due in the ordinary course of business.
Shares that have been purchased or redeemed by a company or surrendered to the company shall not be
treated as canceled but shall be classified as treasury shares if held in compliance with the requirements of
section 37A(1) of the Cayman Companies Act. Any such shares shall continue to be classified as treasury
shares until such shares are either canceled or transferred pursuant to the Cayman Companies Act.
A Cayman Islands company may be able to purchase its own warrants subject to and in accordance
with the terms and conditions of the relevant warrant instrument or certificate. Thus there is no requirement
under the Cayman Islands laws that a company’s memorandum or articles of association contain a specific
provision enabling such purchases. The directors of a company may under the general power contained in its
memorandum of association be able to buy, sell and deal in personal property of all kinds.
A subsidiary may hold shares in its holding company and, in certain circumstances, may acquire such
shares.
3.5 Dividends and Distributions
Subject to a solvency test, as prescribed in the Cayman Companies Act, and the provisions, if any, of
the company’s memorandum and articles of association, a company may pay dividends and distributions out
of its share premium account. In addition, based upon English case law which is likely to be persuasive in
the Cayman Islands, dividends may be paid out of profits.
For so long as a company holds treasury shares, no dividend may be declared or paid, and no other
distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to
members on a winding up) may be made, in respect of a treasury share.
3.6 Protection of Minorities and Shareholders’ Suits
It can be expected that the Cayman Islands courts will ordinarily follow English case law precedents
(particularly the rule in the case of Foss vs. Harbottle and the exceptions to that rule) which permit a
minority member to commence a representative action against or derivative actions in the name of the
company to challenge acts which are ultra vires, illegal, fraudulent (and performed by those in control of the
company) against the minority, or represent an irregularity in the passing of a resolution which requires a
qualified (or special) majority which has not been obtained.
Where a company (not being a bank) is one which has a share capital divided into shares, the court
may, on the application of members holding not less than one-fifth of the shares of the company in issue,
appoint an inspector to examine the affairs of the company and, at the direction of the court, to report on
such affairs. In addition, any member of a company may petition the court, which may make a winding up
order if the court is of the opinion that it is just and equitable that the company should be wound up.
– III-14 –


--- page 407 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
In general, claims against a company by its members must be based on the general laws of contract or
tort applicable in the Cayman Islands or be based on potential violation of their individual rights as
members as established by a company’s memorandum and articles of association.
3.7 Disposal of Assets
There are no specific restrictions on the power of directors to dispose of assets of a company, however,
the directors are expected to exercise certain duties of care, diligence and skill to the standard that a
reasonably prudent person would exercise in comparable circumstances, in addition to fiduciary duties to act
in good faith, for proper purpose and in the best interests of the company under English common law (which
the Cayman Islands courts will ordinarily follow).
3.8 Accounting and Auditing Requirements
A company must cause proper records of accounts to be kept with respect to: (i) all sums of money
received and expended by it; (ii) all sales and purchases of goods by it; and (iii) its assets and liabilities.
Proper books of account shall not be deemed to be kept if there are not kept such books as are
necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.
If a company keeps its books of account at any place other than at its registered office or any other
place within the Cayman Islands, it shall, upon service of an order or notice by the Tax Information
Authority pursuant to the Tax Information Authority Act (2021 Revision) of the Cayman Islands, make
available, in electronic form or any other medium, at its registered office copies of its books of account, or
any part or parts thereof, as are specified in such order or notice.
3.9 Exchange Control
There are no exchange control regulations or currency restrictions in effect in the Cayman Islands.
3.10 Taxation
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income,
gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no
other taxes likely to be material to our Company levied by the Government of the Cayman Islands save for
certain stamp duties which may be applicable, from time to time, on certain instruments.
3.11 Stamp Duty on Transfers
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies
save for those which hold interests in land in the Cayman Islands.
3.12 Loans to Directors
There is no express provision prohibiting the making of loans by a company to any of its directors.
However, the company’s articles of association may provide for the prohibition of such loans under specific
circumstances.
3.13 Inspection of Corporate Records
The members of a company have no general right to inspect or obtain copies of the register of members
or corporate records of the company. They will, however, have such rights as may be set out in the
company’s articles of association.
3.14 Register of Members
A Cayman Islands exempted company may maintain its principal register of members and any branch
registers in any country or territory, whether within or outside the Cayman Islands, as the company may
– III-15 –


--- page 408 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
determine from time to time. There is no requirement for an exempted company to make any returns of
members to the Registrar of Companies in the Cayman Islands. The names and addresses of the members
are, accordingly, not a matter of public record and are not available for public inspection. However, an
exempted company shall make available at its registered office, in electronic form or any other medium,
such register of members, including any branch register of member, as may be required of it upon service of
an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act (2021
Revision) of the Cayman Islands.
3.15 Register of Directors and Officers
Pursuant to the Cayman Companies Act, our Company is required to maintain at its registered office a
register of directors, alternate directors and officers. The Registrar of Companies shall make available the
list of the names of the current directors of our Company (and, where applicable, the current alternate
directors of our Company) for inspection by any person upon payment of a fee by such person. A copy of
the register of directors and officers must be filed with the Registrar of Companies in the Cayman Islands,
and any change must be notified to the Registrar of Companies within 30 days of any change in such
directors or officers, including a change of the name of such directors or officers.
3.16 Winding up
A Cayman Islands company may be wound up by: (i) an order of the court; (ii) voluntarily by its
members; or (iii) under the supervision of the court.
The court has authority to order winding up in a number of specified circumstances including where, in
the opinion of the court, it is just and equitable that such company be so wound up.
A voluntary winding up of a company (other than a limited duration company, for which specific rules
apply) occurs where the company resolves by special resolution that it be wound up voluntarily or where the
company in general meeting resolves that it be wound up voluntarily because it is unable to pay its debt as
they fall due. In the case of a voluntary winding up, the company is obliged to cease to carry on its business
from the commencement of its winding up except so far as it may be beneficial for its winding up. Upon
appointment of a voluntary liquidator, all the powers of the directors cease, except so far as the company in
general meeting or the liquidator sanctions their continuance.
In the case of a members’ voluntary winding up of a company, one or more liquidators are appointed
for the purpose of winding up the affairs of the company and distributing its assets.
As soon as the affairs of a company are fully wound up, the liquidator must make a report and an
account of the winding up, showing how the winding up has been conducted and the property of the
company disposed of, and call a general meeting of the company for the purposes of laying before it the
account and giving an explanation of that account.
When a resolution has been passed by a company to wind up voluntarily, the liquidator or any
contributory or creditor may apply to the court for an order for the continuation of the winding up under the
supervision of the court, on the grounds that: (i) the company is or is likely to become insolvent; or (ii) the
supervision of the court will facilitate a more effective, economic or expeditious liquidation of the company
in the interests of the contributories and creditors. A supervision order takes effect for all purposes as if it
was an order that the company be wound up by the court except that a commenced voluntary winding up
and the prior actions of the voluntary liquidator shall be valid and binding upon the company and its official
liquidator.
For the purpose of conducting the proceedings in winding up a company and assisting the court, one or
more persons may be appointed to be called an official liquidator(s).The court may appoint to such office
such person or persons, either provisionally or otherwise, as it thinks fit, and if more than one person is
appointed to such office, the court shall declare whether any act required or authorized to be done by the
official liquidator is to be done by all or any one or more of such persons. The court may also determine
whether any and what security is to be given by an official liquidator on his appointment; if no official
liquidator is appointed, or during any vacancy in such office, all the property of the company shall be in the
custody of the court.
– III-16 –


--- page 409 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
3.17 Mergers and Consolidations
The Cayman Companies Act permits mergers and consolidations between Cayman Islands companies
and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a)
“merger” means the merging of two or more constituent companies and the vesting of their undertaking,
property and liabilities in one of such companies as the surviving company, and (b) “consolidation” means
the combination of two or more constituent companies into a consolidated company and the vesting of the
undertaking, property and liabilities of such companies to the consolidated company. In order to effect such
a merger or consolidation, the directors of each constituent company must approve a written plan of merger
or consolidation, which must then be authorized by (a) a special resolution of each constituent company and
(b) such other authorization, if any, as may be specified in such constituent company’s articles of
association. The written plan of merger or consolidation must be filed with the Registrar of Companies of
the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company,
a list of the assets and liabilities of each constituent company and an undertaking that a copy of the
certificate of merger or consolidation will be given to the members and creditors of each constituent
company and that notification of the merger or consolidation will be published in the Cayman Islands
Gazette. Dissenting members have the right to be paid the fair value of their shares (which, if not agreed
between the parties, will be determined by the Cayman Islands court) if they follow the required procedures,
subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected
in compliance with these statutory procedures.
3.18 Mergers and Consolidations involving a Foreign Company
Where the merger or consolidation involves a foreign company, the procedure is similar, save that with
respect to the foreign company, the directors of the Cayman Islands exempted company are required to
make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements
set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the
constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign
company is incorporated, and that those laws and any requirements of those constitutional documents have
been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains
outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any
jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any
jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and
(iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any
jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or
restricted.
Where the surviving company is the Cayman Islands exempted company, the directors of the
Cayman Islands exempted company are further required to make a declaration to the effect that, having
made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the
foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and
not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any
security interest granted by the foreign company to the surviving or consolidated company (a) consent or
approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been
approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the
jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that
the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated,
registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason
why it would be against the public interest to permit the merger or consolidation.
3.19 Reconstructions and Amalgamations
Reconstructions and amalgamations may be approved by (i) 75% in value of the members or class of
members or (ii) a majority in number representing 75% in value of the creditors or class of creditors, in each
case depending on the circumstances, as are present at a meeting called for such purpose and thereafter
sanctioned by the Grand Court of the Cayman Islands. Whilst a dissenting member has the right to express
to the court his view that the transaction for which approval is being sought would not provide the members
– III-17 –


--- page 410 ---
APPENDIX III SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN ISLANDS COMPANY LAW
with a fair value for their shares, it can be expected that the court would approve the transaction if it is
satisfied that (i) the company is not proposing to act illegally or beyond the scope of our corporate authority
and the statutory provisions as to majority vote have been complied with, (ii) the members have been fairly
represented at the meeting in question, (iii) the transaction is such as a businessman would reasonable
approve and (iv) the transaction is not one that would more properly be sanctioned under some other
provisions of the Cayman Companies Act or that would amount to a “fraud on the minority”.
If the transaction is approved, no dissenting member would have any rights comparable to the appraisal
rights (namely the right to receive payment in cash for the judicially determined value of his shares), which
may be available to dissenting members of corporations in other jurisdictions.
3.20 Takeovers
Where an offer is made by a company for the shares of another company and, within four months of
the offer, the holders of not less than 90% of the shares which are the subject of the offer accept, the offeror
may, at any time within two months after the expiration of that four-month period, by notice require the
dissenting members to transfer their shares on the terms of the offer. A dissenting member may apply to the
Cayman Islands courts within one month of the notice objecting to the transfer. The burden is on the
dissenting member to show that the court should exercise its discretion, which it will be unlikely to do
unless there is evidence of fraud or bad faith or collusion as between the offeror and the holders of the
shares who have accepted the offer as a means of unfairly forcing out minority members.
3.21 Indemnification
The Cayman Islands laws do not limit the extent to which a company’s articles of association may
provide for indemnification of officers and directors, save to the extent any such provision may be held by
the court to be contrary to public policy, for example, where a provision purports to provide indemnification
against the consequences of committing a crime.
3.22 Economic Substance
The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (2024
Revision) together with the Guidance Notes published by the Cayman Islands Tax Information Authority
from time to time. If a company is considered to be a “relevant entity” and is conducting one or more of the
nine “relevant activities”, then such company will be required to comply with the economic substance
requirements in relation to the relevant activity from July 1, 2019. All companies whether a relevant entity
or not is required to file an annual report with the Registrar of Companies of the Cayman Islands confirming
whether or not it is carrying on any relevant activities.
4. GENERAL
Harney Westwood & Riegels, our Company’s legal adviser on Cayman Islands laws, has sent to our
Company a letter of advice summarizing the aspects of the Cayman Companies Act set out in section 3 above.
This letter, together with copies of the Cayman Companies Act, the Memorandum and the Articles, is on display
on the websites of the Stock Exchange and our Company as referred to in the paragraph headed “Documents on
display” in Appendix V. Any person wishing to have a detailed summary of the Cayman Companies Act or
advice on the differences between it and the laws of any jurisdiction with which he is more familiar is
recommended to seek independent legal advice.
– III-18 –


--- page 411 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation of Our Company
Our Company was incorporated in the Cayman Islands under the Cayman Companies Act as an exempted
company with limited liability on November 12, 2014, with registered office located at P.O. Box 31119, Grand
Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands. As our Company was
incorporated in the Cayman Islands, our corporate structure and Memorandum and Articles of Association are
subject to the relevant laws and regulations of the Cayman Islands. A summary of the relevant laws and
regulations of the Cayman Islands and of the Memorandum and Articles of Association is set out in “Summary of
the Constitution of our Company and the Cayman Islands Company Law” in Appendix III of this prospectus.
We have established a principal place of business in Hong Kong at 46/F, Hopewell Centre, 183 Queen’s
Road East, Wan Chai, Hong Kong and have been registered with the Registrar of Companies in Hong Kong as a
non-Hong Kong company under Part 16 of the Companies Ordinance on March 17, 2025. Mr. Chow Shing Lung
has been appointed as the authorized representative of our Company for the acceptance of service of process and
notices in Hong Kong.
As at the date of this prospectus, our Company’s head office is located at 7/F, Building F, Yonghe Mansion
No. 28 Andingmen East Street, Dongcheng District, Beijing, PRC.
2. Changes in the Share Capital of Our Company
The following changes in the share capital of our Company have taken place within the two years
immediately preceding the date of this prospectus:
Prior to the Listing, we repurchased certain Shares from Sunshine Life Insurance Corporation Limited and
Genesis Premium Holdings Limited, respectively, and completed the Share-Reclassification and the Share
Consolidation. See “History, Reorganization and Corporate Structure—Major Shareholding Changes of Our
Company and Principal Subsidiaries” for details.
Immediately following the completion of the Global Offering (assuming no exercise of the Over-allotment
Option and without taking into account any Shares that may be issued under the Pre-IPO Share Option Scheme),
the issued share capital of our Company will be 206,374,209 Shares with par value of US$0.0001 each, all fully
paid or credited as fully paid, and the authorized but unissued share capital of our Company will be
293,625,791 Shares with par value of US$0.0001 each.
Immediately following the completion of the Global Offering (assuming full exercise of the Over-allotment
Option and without taking into account all Shares that may be issued under the Pre-IPO Share Option Scheme),
the issued share capital of our Company will be 210,355,209 Shares with par value of US$0.0001 each, all fully
paid or credited as fully paid, and the authorized but unissued share capital of our Company will be
289,644,791 Shares with par value of US$0.0001 each.
Save as disclosed above, there has been no alteration in the share capital of our Company during the two
years preceding the date of this prospectus.
3. Written Resolutions of the Shareholders of Our Company Passed on December 1, 2025
Pursuant to the written resolutions passed by the Shareholders on December 1, 2025:
(a) subject to the conditions under paragraph (b) below becoming unconditional and in any event before
the Listing: (1) the 212,500,000 series A preferred Shares, the 92,391,300 series A+ preferred shares,
the 263,932,200 series B preferred shares, the 16,364,100 series B+ preferred shares, the 99,288,600
series C preferred shares, the 28,255,429 series C-1 preferred shares, the 1,415,281,634 series D-1
preferred Shares and 43,767,933 series D-2 preferred shares of a nominal or par value of US$0.00001
each in our Company be reclassified, re-designated into ordinary shares with a par value of
US$0.00001 in the capital of our Company on a one to one basis; (2) after the completion of the share
Re-Classification referred to in paragraph (a)(1), every ten of the issued and unissued ordinary shares
– IV-1 –


--- page 412 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
of our Company with par value of US$0.00001 will be consolidated into one ordinary share of our
Company with par value of US$0.0001 each, rounding up to the nearest whole number of our Shares,
as a result of which, 4.13 Shares with par value of US$0.0001 will be issued to certain existing
Shareholders before the Listing and the maximum number of shares to be issued under the Pre-IPO
Share Option will be increased by 53.80 Shares, which will be granted to certain existing option
grantee; and (3) after the completion of the Share Re-Classification and Share Consolidation in
paragraphs (a)(1) and (a)(2), the authorized share capital of our Company shall be US$50,000 divided
into 500,000,000 Ordinary Shares of US$0.0001 each;
(b) conditional on (1) the Listing Committee granting the listing of, and permission to deal in, the Shares
in issue and to be issued as mentioned in this prospectus and such grant and permission not having
been subsequently revoked prior to the commencement of dealings in the Shares on the Stock
Exchange, (2) the Offer Price being fixed and (3) the obligations of the Underwriters under the
Underwriting Agreements becoming unconditional and not being terminated in accordance with the
terms therein (unless and to the extent such conditions are validly waived on or before such dates and
times as specified in the Underwriting Agreements) or otherwise:
(i) the Global Offering was approved and our Directors were authorized to allot and issue the new
Shares pursuant to the Global Offering;
(ii) the granting of the Over-allotment Option was approved;
(iii) the proposed Listing was approved and our Directors were authorized to implement the Listing;
(iv) a general unconditional mandate was granted to our Directors to allot, issue and deal with new
Shares or securities convertible into new Shares or options, warrants or similar rights to
subscribe for new Shares or such convertible securities and to make or grant offers, agreements
or options (including but not limited to warrants, bonds, debentures, notes and other securities
convertible into new Shares), and/or to sell or transfer the treasury shares of our Company, which
would or might require the exercise of such powers, provided that the aggregate nominal value of
Shares allotted or agreed conditionally or unconditionally to be allotted together with the
treasury shares of our Company resold or to be resold by our Directors other than pursuant to
(a) a rights issue, (b) any scrip dividend scheme or similar arrangement providing for the
allotment and issuance of Shares in lieu of the whole or part of a dividend on Shares in
accordance with the Articles of Association, (c) the Shares underlying the options which may fall
to be issued pursuant to the Pre-IPO Share Option Scheme or, (d) the exercise of any
subscription or conversion rights attaching to any warrants or securities which are convertible
into Shares or in issue prior to the date of passing the relevant resolution or (e) a specific
authority granted by the Shareholders in general meeting, shall not exceed the aggregate of (1)
20% of the total nominal value of the share capital of our Company in issue immediately
following the completion of the Global Offering (but excluding the treasury shares of our
Company, any Shares which may be issued pursuant to the exercise of the Over-allotment and
any Shares which may be issued under the Pre-IPO Share Option Scheme) and (2) the total
nominal value of the share capital of our Company repurchased by our Company (if any) under
the general mandate to repurchase Shares referred to in paragraph (v) below, such mandate to
remain in effect during the period from the passing of the resolution until the earliest of the
conclusion of our next annual general meeting, the end of the period within which we are
required by any applicable law or the Articles of Association to hold our next annual general
meeting or the date on which the resolution is varied or revoked by an ordinary resolution of the
Shareholders in general meeting (the “Applicable Period”);
(v) a general unconditional mandate was granted to our Directors to exercise all powers of our
Company to repurchase on the Stock Exchange or on any other stock exchange on which the
securities of our Company may be listed and which is recognized by the SFC and the Stock
Exchange for this purpose Shares with a total nominal value of not more than 10% of the total
nominal value of the share capital of our Company in issue immediately following completion of
the Global Offering (but excluding the treasury shares of our Company, any Shares which may
be issued pursuant to the exercise of the Over-allotment Option and any Shares which may be
issued under the Pre-IPO Share Option Scheme), such mandate to remain in effect during the
Applicable Period;
– IV-2 –


--- page 413 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(vi) the general unconditional mandate mentioned in paragraph (iv) above be extended by the addition
to the aggregate nominal value of the share capital of our Company which may be allotted, issued
or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by our
Directors pursuant to such general mandate of an amount representing the aggregate nominal value
of the share capital of our Company repurchased by our Company pursuant to the mandate to
repurchase Shares referred to in paragraph (v) above, provided that such extended amount shall not
exceed 10% of the aggregate nominal value of our Company’s share capital in issue immediately
following completion of the Global Offering (but excluding the treasury shares of our Company,
any Shares which may be issued pursuant to the exercise of the Over-allotment Option and any
Shares which may be issued under the Pre-IPO Share Option Scheme); and
(vii) the adoption of the Memorandum and Articles of Association with effect from the Listing.
Each of the general mandates referred to in paragraphs (b)(iv), (b)(v) and (b)(vi) above will remain in effect
until whichever is the earliest of:
• the conclusion of the next annual general meeting of our Company;
• the expiration of the period within which the next annual general meeting of our Company is required
to be held by applicable law or the Articles of Association; or
• the time when such mandate is revoked or varied by an ordinary resolution of the Shareholders in
general meeting.
4. Changes in the Share Capital of Our Subsidiaries
A summary of the corporate information and the particulars of our subsidiaries are set out below and save
for the subsidiaries mentioned herein, our Company has no other subsidiaries.
Name of Subsidiaries
Date of
Incorporation
Registered capital
(RMB/USD/Shares)
Principal
activities
Subsidiary directly held:
Qingsong HK .............. November 21, 2014 1 ordinary share No business operation
SINGAPORE WELLBRIGHT
PTE. LTD ................. September 13, 2024 1,000 ordinary shares No business operation
Subsidiary indirectly held:
Qingsong Baikang .......... June 28, 2023 RMB79,473,684 No business operation
Qingsong Yikang ........... February 26, 2015 USD15,000,000 Technical services
Angus Moore Wealth
Management Limited ........ February 19, 2008 5,000,000 ordinary shares Insurance brokerage services
Qingsong Ningkang ......... January 8, 2024 RMB66,000,000 No business operation
Qingsong Health ............ December 13, 2018 RMB10,000,000 Sales of healthcare products, market
education and digital medical research
assistance services
QingSongBao .............. June 24, 2011 RMB50,000,000 Insurance brokerage services
Qingsongchou Network ...... September 19, 2014 RMB50,000,000 Market education
Tianjin Gelinkaite ........... April 5, 2017 USD5,000,000 Customer services
The following sets forth our subsidiary that has been incorporated within two years immediately preceding
the date of this prospectus as well as the changes in the share capital of our subsidiaries that took place during the
two years immediately preceding the date of this prospectus:
(i) On June 28, 2023, Qingsong Baikang was incorporated in the PRC with limited liability;
(ii) On November 15, 2023, the registered capital of Qingsong Health was increased to RMB 10,000,000;
(iii) On January 8, 2024, Qingsong Ningkang was incorporated in the PRC with limited liability;
(iv) On March 13, 2024, the registered capital of Qingsong Ningkang was increased to RMB 66,000,000;
– IV-3 –


--- page 414 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(v) On March 14, 2024, the registered capital of Qingsong Baikang was increased to RMB 75,500,000;
(vi) On May 7, 2024, the registered capital of Qingsong Baikang was increased to RMB 79,473,684;
(vii) On August 26, 2024, the registered capital of Tianjin Gelinkaite was decreased to US$ 5,000,000; and
(viii) On September 11, 2024, the registered capital of Qingsong Yikang was decreased to US$15,000,000.
(ix) On February 11, 2025, the total issued share capital of Angus Moore Wealth Management was
increased to 5,000,000 shares.
Save as disclosed above, there has been no alteration in the share capital or the registered capital of any of
our subsidiaries within the two years immediately preceding the date of this prospectus.
5. Repurchases of Our Own Securities
The following paragraphs include, among others, certain information required by the Stock Exchange to be
included in this prospectus concerning the repurchase of our own securities.
(a) Provisions of the Listing Rules
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their
own securities on the Stock Exchange subject to certain restrictions, the more important of which are
summarized below:
(i) Shareholders’ Approval
All proposed repurchases of securities (which must be fully paid up in the case of shares) by a
company with a primary listing on the Stock Exchange must be approved in advance by an ordinary
resolution of the shareholders in the general meeting, either by way of general mandate or by specific
approval of a particular transaction.
Pursuant to resolutions passed by our then Shareholders on December 1, 2025, a general
unconditional mandate (the “Repurchase Mandate”) was given to our Directors authorizing any
repurchase by our Company of Shares on the Stock Exchange or on any other stock exchange on which
the securities may be listed and which is recognized by the SFC and the Stock Exchange for this
purpose, of not more than 10% of the aggregate nominal value of our Company’s share capital in issue
immediately following the completion of the Global Offering (excluding the treasury shares of our
Company and without taking into account any Shares which may be issued pursuant to the exercise of
the Over-allotment Option and any Shares which may be issued under the Pre-IPO Share Option
Scheme), such mandate to expire at the conclusion of our next annual general meeting, the date by
which our next annual general meeting is required by the Cayman Companies Act or by our Articles of
Association or any other applicable laws of the Cayman Islands to be held or when revoked or varied
by an ordinary resolution of Shareholders in general meeting, whichever first occurs.
(ii) Source of Funds
Any repurchases of Shares by us must be paid out of funds legally available for the purpose in
accordance with our Articles of Association, the Listing Rules and the Cayman Companies Act. We are
not permitted to repurchase our Shares on the Stock Exchange for a consideration other than cash or for
settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to
time. As a matter of Cayman Islands law, any purchases by our Company may be made out of profits
or out of proceeds of a new issue of shares made for the purpose of the purchase or from sums standing
to the credit of our share premium account or out of capital, if so authorized by the Memorandum and
Articles of Association and subject to the Cayman Companies Act. Any premium payable on the
purchase over the par value of the shares to be purchased must have been provided for out of profits or
from sums standing to the credit of our share premium account or out of capital, if so authorized by the
Memorandum and Articles of Association and subject to the Cayman Companies Act.
– IV-4 –


--- page 415 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(iii) Trading Restrictions
The total number of shares which a listed company may repurchase on the Stock Exchange is the
number of shares representing up to a maximum of 10% of the aggregate number of shares in issue
(excluding the treasury shares of the company). A company may not (1) make a new issue of shares, or
a sale or transfer of any treasury shares; or (2) announce a proposed new issue of shares, or a sale or
transfer of any treasury shares for a period of 30 days immediately following a repurchase (other than
an issue of securities or a sale or transfer of treasury shares pursuant to an exercise of warrants, share
options or similar instruments requiring our Company to issue, sell or transfer securities which were
outstanding prior to such repurchase) without the prior approval of the Stock Exchange. A company
may not purchase any of its own securities on the Stock Exchange for a period of 30 days after any sale
or transfer of any treasury shares of the company on the Stock Exchange, without the prior approval of
the Stock Exchange. In addition, a listed company is prohibited from repurchasing its shares on the
Stock Exchange if the purchase price is 5% or more than the average closing market price for the five
preceding trading days on which its shares were traded on the Stock Exchange. The Listing Rules also
prohibit a listed company from repurchasing its securities if the repurchase would result in the number
of listed securities which are in the hands of the public falling below the relevant prescribed minimum
percentage as required by the Stock Exchange. A company is required to procure that the broker
appointed by it to effect a repurchase of securities discloses to the Stock Exchange such information
with respect to the repurchase as the Stock Exchange may require.
(iv) Status of Repurchased Shares
Under the laws of the Cayman Islands, the Shares repurchased may (i) be treated by our Company
as canceled; or (ii) be held by our Company as treasury shares, and in each case the aggregate amount
of authorized share capital would not be reduced.
Our Company may re-deposit its treasury Shares into CCASS established and operated by
HKSCC only if it has an imminent plan to resell them on the Stock Exchange, and it should complete
the resale as soon as possible. For any treasury Shares deposited with CCASS pending resale on the
Stock Exchange, our Company will have appropriate measures to ensure that it would not exercise any
Shareholders’ rights or receive any entitlements which would otherwise be suspended under the
relevant laws with respect to treasury Shares. These measures include, for example, an approval by the
Board that (i) our Company should procure its broker not to give any instructions to HKSCC to vote at
general meetings for the treasury Shares deposited with CCASS pending resale; and (ii) in the case of
dividends or distributions, our Company should withdraw the treasury Shares from CCASS, and either
re-register them in our Company’s name as treasury Shares or cancel them, in each case before the
record date for the dividends or distributions.
Holders of treasury Shares (if any) shall abstain from voting on matters that require Shareholders’
approval at our Company’s general meetings.
(v) Suspension of Repurchase
A listed company may not make any repurchase of securities at any time after inside information
has come to its knowledge until the information has been made publicly available. In particular, during
the period of 30 days immediately preceding the earlier of (a) the date of the board meeting (as such
date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of a
listed company’s results for any year, half-year, quarterly or any other interim period (whether or not
required under the Listing Rules) and (b) the deadline for publication of an announcement of a listed
company’s results for any year or half-year under the Listing Rules, or quarterly or any other interim
period (whether or not required under the Listing Rules), and ending on the date of the results
announcement, the listed company may not repurchase its shares on the Stock Exchange other than in
exceptional circumstances. In addition, the Stock Exchange may prohibit a repurchase of securities on
the Stock Exchange if a listed company has breached the Listing Rules.
(vi) Reporting Requirements
Certain information relating to repurchases of securities on the Stock Exchange or otherwise must
be reported to the Stock Exchange not later than 30 minutes before the earlier of the commencement of
– IV-5 –


--- page 416 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
the morning trading session or any pre-opening session on the following business day. In addition, a
listed company’s annual report is required to disclose details regarding repurchases of securities made
during the year, including a monthly analysis of the number of securities repurchased, the purchase
price per share or the highest and lowest price paid for all such repurchases, where relevant, and the
aggregate prices paid.
(vii) Connected Persons
A listed company is prohibited from knowingly repurchasing securities on the Stock Exchange
from a core “connected person,” that is, a director, chief executive or substantial shareholder of our
Company or any of its subsidiaries or their close associates and a core connected person is prohibited
from knowingly selling his securities to our Company.
(b) Reasons for Repurchases
Our Directors believe that the ability to repurchase Shares is in the interests of our Company and the
Shareholders. When exercising the Repurchase Mandate, our Directors may, subject to market conditions
and our Company’s capital management needs at the relevant time of the repurchases, resolve to cancel the
Shares repurchased following settlement of any such repurchase or hold them as treasury shares. On one
hand, Shares repurchased for cancelation may, depending on the market conditions, funding arrangement at
the time, lead to an enhancement of the net assets value per Share. On the other hand, Shares repurchased
and held by our Company as treasury shares may be resold on the market at market prices to raise funds for
our Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the
Articles of Association, and the laws of the Cayman Islands. Our Directors sought the grant of a general
mandate to repurchase Shares to give our Company the flexibility to do so if and when appropriate. The
number of Shares to be repurchased on any occasion and the price and other terms upon which the same are
repurchased will be decided by our Directors at the relevant time having regard to the circumstances then
pertaining. Repurchase of Shares will only be made when our Directors believe that such repurchases will
benefit our Company and our Shareholders.
(c) Funding of Repurchases
Repurchases must be funded out of funds legally available for the purpose in accordance with the
Memorandum and the Articles of Association of our Company and the Listing Rules and the applicable laws
of the Cayman Islands. A listed company may not repurchase its own securities on the Stock Exchange for a
consideration other than cash or for settlement otherwise than in accordance with the trading rules of the
Stock Exchange. Subject to the foregoing, any repurchases by our Company may be made out of the profits
of our Company or out of a fresh issue of Shares made for the purpose of the repurchase or, subject to the
Cayman Companies Act, out of capital and, in the case of any premium payable on the purchase, out of the
profits of our Company or from sums standing to the credit of the share premium account of our Company
or, subject to the Cayman Companies Act, out of capital.
There could be a material adverse impact on the working capital and/or gearing position of our
Company (as compared with the position disclosed in this prospectus) in the event that the Repurchase
Mandate were to be carried out in full at any time during the share repurchase period. However, our
Directors do not propose to exercise the general mandate to such extent as would, in the circumstances, have
a material adverse effect on the working capital requirements of our Company or the gearing levels which in
the opinion of our Directors are from time to time appropriate for our Company.
(d) General
The exercise in full of the Repurchase Mandate, on the basis of 206,374,209 Shares in issue
immediately following the completion of the Global Offering and assuming the Over-allotment Option is
not exercised and without taking into account any Shares which may be issued pursuant to the Pre-IPO
Share Option Scheme, could accordingly result in up to approximately 20,637,420 Shares being repurchased
by our Company during the period prior to:
(a) the conclusion of our next annual general meeting unless renewed by an ordinary resolution of our
Shareholders in a general meeting, either unconditional or subject to conditions;
– IV-6 –


--- page 417 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(b) the end of the period within which we are required by any applicable law or our Articles of Association
to hold our next annual general meeting; or
(c) the date when the Repurchase Mandate is varied or revoked by an ordinary resolution of our
Shareholders in general meeting,
whichever is the earliest.
None of our Directors nor, to the best of their knowledge having made all reasonable enquiries, any of
their respective close associates currently intends to sell any Shares to our Company.
Our Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they
will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws in the
Cayman Islands.
No core connected person of our Company has notified our Company that he or she has a present
intention to sell Shares to our Company, or has undertaken not to do so, if the Repurchase Mandate is
exercised.
If, as a result of any repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s
proportionate interest in the voting rights of our Company is increased, such increase will be treated as an
acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders
acting in concert, depending on the level of increase in the Shareholders’ interests, could obtain or
consolidate control of our Company and become obliged to make a mandatory offer in accordance with
Rule 26 of the Takeovers Code. Save as aforesaid, our Directors are not aware of any consequences which
would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase
Mandate.
Any repurchase of Shares that results in the number of Shares held by the public being reduced to less
than 25% or less as waived by the Stock Exchange of the Shares then in issue could only be implemented if
the Stock Exchange agreed to waive the Listing Rules requirements regarding the public shareholding
referred to above. It is believed that a waiver of this provision would not normally be given other than in
exceptional circumstances.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
The following contracts (not being contracts entered into in the ordinary course of business) were entered
into by our Company or its subsidiaries within the two years preceding the date of this prospectus and are or may
be material:
(a) the cornerstone investment agreement dated December 11, 2025 entered into among our Company,
Guangdong-Macao In-Depth Cooperation Zone In Hengqin Aoqin Heming Investment Partnership
(Limited Partnership)
(Υྫ), China International
Capital Corporation Hong Kong Securities Limited and China Merchants Securities (HK) Co., Limited,
pursuant to which Guangdong-Macao In-Depth Cooperation Zone In Hengqin Aoqin Heming Investment
Partnership (Limited Partnership) agreed to subscribe for Offer Shares at the Offer Price in the aggregate
amount of RMB100 million (or approximately HK$110 million (calculated using the RMB:Hong Kong
dollar exchange rate as disclosed in this prospectus)) (including brokerage, SFC transaction levy, AFRC
transaction levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer
Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment agreement;
(b) the share repurchase agreement dated January 20, 2025 entered into among our Company and Genesis
Premium Holdings Limited, pursuant to which Genesis Premium Holdings Limited agrees to sell to our
Company 9,093,915 Series D-1 Preferred Shares and 1,458,931 Series D-2 Preferred Shares of our
Company in total consideration for the payment of US$3,501,095.88;
(c) the share repurchase agreement dated January 20, 2025 entered into among our Company and Sunshine
Life Insurance Corporation Limited (
ʮ̡), pursuant to which Sunshine Life
Insurance Corporation Limited agrees to sell to our Company 18,187,831 Series D-1 Preferred Shares
and 2,917,862 Series D-2 Preferred Shares of our Company in total consideration for the payment of
US$6,847,671.23;
– IV-7 –


--- page 418 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(d) the waiver and confirmation agreement dated December 19, 2024 entered into among our Company,
YANG Yin, YU Liang, QingSongChou Holdings Corporation, QSC ESO Limited, WIND
ENTERPRISE LIMITED, Universal Light Limited, Under Light Holding Limited, Ricedonate
Network Technology Limited, IDG China Media Fund II L.P., TDH Venture Capital Investment
Limited, Grand Path Ventures Limited, DT Global Consumer Investment Company Limited, Chinese
Rose Investment Limited, IDG China Capital Fund III L.P., IDG China Capital III Investors L.P., CE
FINTECH I LIMITED PARTNERSHIP, Sunshine Life Insurance Corporation Limited (
ᎈ
ʮ̡) and Genesis Premium Holdings Limited, pursuant to which such shareholders of our
Company irrevocably and unconditionally agreed, undertook and confirmed that, among others, they
shall not exercise certain special rights described therein from December 19, 2024, and all the special
rights will terminate on the Listing Date; and
(e) the Hong Kong Underwriting Agreement.
2. Our Material Intellectual Property Rights
As of the Latest Practicable Date, we had registered or have applied for the registration of the following
intellectual property rights which are material in relation to our business.
(1) Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which are material to our
business:
No. Trademark Class Registered owner
Place of
registration
Registration
number
Registration
date Expiry date
1
5, 9, 10, 35,
36, 38, 41,
42, 44, 45
Qingsong HK Hong Kong 306781276 May 23, 2025 January 12,
2035
2
5, 9, 10, 35,
36, 38, 41,
42, 44, 45
Qingsong HK Hong Kong 306781276 May 23, 2025 January 12,
2035
3
5, 9, 10, 35,
36, 38, 41,
42, 44, 45
Qingsong HK Hong Kong 306781276 May 23, 2025 January 12,
2035
4
5, 9, 10, 35,
36, 38, 41,
42, 44, 45
Qingsong HK Hong Kong 306781276 May 23, 2025 January 12,
2035
5
5, 9, 10, 35,
36, 38, 41,
42, 44, 45
Qingsong HK Hong Kong 306781267 May 23, 2025 January 12,
2035
6
5, 9, 10, 35,
36, 38, 41,
42, 44, 45
Qingsong HK Hong Kong 306781267 May 23, 2025 January 12,
2035
7
5, 9, 10, 35,
36, 38, 41,
42, 44, 45
Qingsong HK Hong Kong 306781267 May 23, 2025 January 12,
2035
8
5, 9, 10, 35,
36, 38, 41,
42, 44, 45
Qingsong HK Hong Kong 306781267 May 23, 2025 January 12,
2035
9
36,44 Qingsong HK Hong Kong 306588587 October 30,
2024 June 19, 2034
– IV-8 –


--- page 419 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No. Trademark Class Registered owner
Place of
registration
Registration
number
Registration
date Expiry date
10
 36 Qingsong Yikang PRC 29621379 January 14,
2019
January 13,
2029
11
 36 Qingsong Yikang PRC 32387793 June 7, 2019 June 6, 2029
12
 36 Qingsong Yikang PRC 37781549 December 21,
2019
December 20,
2029
13
 36 Qingsong Yikang PRC 46386608 January 21,
2021
January 20,
2031
14
 9,35,44 Qingsong Yikang PRC 48448074 June 28, 2021 June 27, 2031
15
 42 Qingsong Yikang PRC 72313089 December 14,
2023
December 13,
2033
16
 44 Qingsong Yikang PRC 72331198 December 14,
2023
December 13,
2033
17
 36 Qingsong Yikang PRC 72326833 December 21,
2023
December 20,
2033
18
 5 Qingsong Yikang PRC 73966120 March 7,
2024
March 6,
2034
19
 42 Qingsong Yikang PRC 73977850 March 7,
2024
March 6,
2034
20
 35 Qingsong Yikang PRC 72307767 August 28,
2024
August 27,
2034
21
 36 Qingsong Yikang PRC 77033115 September 21,
2024
September 20,
2034
22
 9 Qingsong Yikang PRC 72319346 February 7,
2025
February 6,
2035
23
 35 Qingsong Yikang PRC 78958561 January 28,
2025
January 27,
2035
24
 36 Qingsong Yikang PRC 78969343 February 7,
2025
February 6,
2035
25
 42 Qingsong Yikang PRC 78972539 February 7,
2025
February 6,
2035
26
 44 Qingsong Yikang PRC 78960781 December 7,
2024
December 6,
2034
27
 35 Qingsong Yikang PRC 76631286 June 7, 2025 June 6, 2035
28
 5 Qingsong Health PRC 84765511 October 28,
2025
October 27,
2035
29
 32 Qingsong Health PRC 84781511 October 28,
2025
October 27,
2035
– IV-9 –


--- page 420 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(2) Trademarks under application
As of the Latest Practicable Date, we had applied the following trademarks which are material to our
business:
No. Trademark Class Applicant Place of application
Application
number Status
1
 44 Qisong Yikang PRC 85078663 Under application
(3) Domain Names
As of the Latest Practicable Date, we had registered the following domain names which are material to
our business:
No. Domain name Registrant Registration date Expiry date
1 qsb365.cn QingSongBao April 16, 2020 April 16, 2027
2 qinsuer.com QingSongBao November 18, 2016 November 18, 2027
3 qsebao.com QingSongBao May 22, 2017 May 22, 2028
4 gdhga.cn QingSongBao September 15, 2011 September 15, 2027
5 qsgalaxy.com Qingsong Yikang May 8, 2023 May 8, 2029
6 qingsonghealthcare.com Qingsongchou Network June 15, 2018 June 15, 2027
7 yglian.com Qingsongchou Network September 22, 2017 September 22, 2027
8 qingsonghealth.com Qingsong Health July 16, 2020 July 16, 2027
9 qshealth.com Qingsong Health December 25, 2014 December 26, 2027
(4) Patents
As of the Latest Practicable Date, we have registered the following patents which are material to our
business:
No Patent Category Registered Owner
Place of
Application Patent Number Announcement Date
1
Method and system for
managing user accounts
ج
ʿӻ୕
Inventions Qingsong Yikang PRC 201410154958.6 June 19, 2018
2
Method, system and
mobile terminal for
protecting facial images
ᚐ˙
eӻ୕ʿ୅ਗ୞၌
Inventions Qingsong Yikang PRC 201510907871.6 June 29, 2018
3
Method and apparatus for
processing digital assets
ʿༀ
ໄ
Inventions Qingsong Yikang PRC 201810529307.9 December 7, 2021
4
Method, apparatus,
electronic device and
storage medium for
semantic recognition
Ⴇ
eༀໄeཥɿ
ண௪ձπᎷʧሯ
Inventions Qingsong Yikang PRC 202110278264.3 June 4, 2021
– IV-10 –


--- page 421 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No Patent Category Registered Owner
Place of
Application Patent Number Announcement Date
5
Method, apparatus,
electronic device and
computer readable
storage medium for data
processing
ᅰኽஈଣ˙
ࠇ
ၑዚ̙ᛘπᎷʧሯ 
Inventions Qingsong Yikang PRC 202110611513.6 September 24, 2021
6
Method, apparatus and
electronic device for
scheduling distributed
tasks
΂
eༀໄʿཥ
ɿண௪
Inventions Qingsong Yikang PRC 202110611732.4 September 17, 2021
7
Method, apparatus,
electronic device and
storage medium data
level determination
ᅰ
eༀ
ໄeཥɿண௪ʿπᎷʧ
ሯ
Inventions Qingsong Yikang PRC 202110894378.0 April 5, 2022
8
Method, apparatus and
readable storage
medium for predicting
user age
ɓ၇͜˒ϋᙧ
ʿༀໄe̙
ᛘπᎷʧሯ
Inventions Qingsong Yikang PRC 202111053004.2 February 18, 2022
9
Method, apparatus and
electronic device for
data analysis (
ؓ
eༀໄʿཥɿண௪
Inventions Qingsong Yikang PRC 202111502973.1 March 1, 2022
10
Method, apparatus,
electronic device and
storage medium for
capturing images
ɓ၇
eༀໄe
ཥɿண௪ʿπᎷʧሯ
Inventions Qingsong Yikang PRC 202310309240.9 July 28, 2023
11
Method, apparatus,
device and storage
medium for isolating
database resources
ɓ
˙
eༀໄeண௪ձπᎷ
ʧሯ
Inventions Qingsong Yikang PRC 202310450702.9 September 22, 2023
12
Method, apparatus, storage
medium and electronic
device for call
management on AGI
platform
AGĮ̻ሜ͜
eༀໄeπᎷʧ
ሯʿཥɿண௪
Inventions Qingsong Yikang PRC 202310778507.9 September 22, 2023
13
Method, apparatus,
electronic device and
storage medium for
processing multi-
dimensional data
ܓ
eༀໄe
ཥɿண௪ʿπᎷʧሯ
Inventions Qingsong Yikang PRC 202311305222.X August 30, 2024
– IV-11 –


--- page 422 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No Patent Category Registered Owner
Place of
Application Patent Number Announcement Date
14
Method, apparatus,
electronic device and
storage medium for
constructing robots
ዚ
eༀໄeཥ
ɿண௪ձπᎷʧሯ
Inventions Qingsong Yikang PRC 202311522050.1 January 30, 2024
15
Adaptive image
acquisition method and
system utilizing multi-
modal large-scale
models
εᅼ࿒
ІቇᏐྡ྅મ
ʿӻ୕
Inventions Qingsong Yikang PRC 202410924809.7 September 17, 2024
16
Human body image
capture apparatus and
medical detection device
(
ɛ᜗௅Зྡ྅મණༀໄ
ʿᔼᐕᏨ಻ண௪
Utility
models Qingsong Yikang PRC 202421631151.2 September 11, 2024
17
Distributed video
generation method,
apparatus, storage
medium, and program
product (
ʱ̺όൖ᎖͛ϓ
eༀໄeπᎷʧሯe
ۜ
)
Inventions Qingsong Yikang PRC 202411456347.7 January 24, 2025
18
Method, apparatus,
storage medium, and
program product for text
duplication checking and
highlighting (
Ԩ
eༀໄe
ۜ
)
Inventions Qingsong Yikang PRC 202411774642.7 March 18, 2025
19
A report generation
method, apparatus, and
electronic device based
on large models (
ɓ၇ਿ
͛ϓ˙
eༀໄʿཥɿண௪
)
Inventions Qingsong Yikang PRC 202510054405.1 May 27, 2025
20
A chat content
processing method based
on multi-level
classification and
associative memory (
ɓ
εᄴϣʱᗳၾᗫᑌ
ஈଣ˙
ج
)
Inventions Qingsong Yikang PRC 202510967150.8 November 14, 2025
– IV-12 –


--- page 423 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(5) Patents under examination
As of the Latest Practicable Date, we have the following patents under examination which are material
to our business:
No Patent Category Applicant
Place of
Application
Application
Number Date of Application
1
Method, apparatus,
electronic device and
storage medium for
processing health
information
ɓ၇਄ੰ
eༀໄ
eཥɿண௪ʿπᎷʧ
ሯ
Inventions Qings ongchou Network PRC 202310720894.0 June 16, 2023
2
Method, apparatus,
device and storage
medium for intelligent
insurance service
ɓ၇
eༀ
ໄeண௪ʿπᎷʧሯ
Inventions Qings ongchou Network PRC 202310807870.9 July 3, 2023
3
Method, apparatus,
device and storage
medium for
constructing knowledge
graph
ܔ
eༀໄeண௪ʿπ
Ꮇʧሯ
Inventions Qings ongchou Network PRC 202310826006.3 July 6, 2023
4
Method and apparatus
for preventing user data
theft in Internet medical
scenarios
ɓ၇ʝᑌ
ٙࣘ
ʿༀໄ
Inventions Qingsong Yikang PRC 202410271049.4 March 11, 2024
5
Method, computer
apparatus, medium and
product for intelligent
multi-party
reconciliation
εਞၾ
ࠇ
ၑዚༀໄeʧሯʿପ

Inventions Qingsong Yikang PRC 202411438178.4 October 15, 2024
6
Conversation method
and apparatus, storage
medium, and electronic
device based on agents
(
ج
ʿༀໄeπᎷʧሯeཥ
ɿண௪
)
Inventions Qingsong Yikang PRC 202510172589.1 February 17, 2025
– IV-13 –


--- page 424 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(6) Software Copyrights
As of the Latest Practicable Date, we have registered the following software copyrights which are
material to our business:
No. Copyright Version
Registration
number Copyright Owner Date of Creation
1
Insurance and health service
“Qingsongbao” software
[abbreviation: Qingsongbao]
ᎈ
ழ΁[ᔊ၈jჀᕦ
ڭ]
V2.0.0 2018SR1091413 Qingsong Yikang December 24, 2018
2 Easy health software Ⴠᕦ਄ੰழ
΁ V1.6 2019SR0167316 Qingsong Yikang November 25, 2018
3 Easy Intelligent Diagnosis
SoftwareჀᕦ౽ൢழ΁ V1.1 2019SR0197643 Qingsong Yikang November 19, 2018
4 Easy medical software Ⴠᕦఱᔼழ
΁ V1.0 2020SR0514990 Qingsong Yikang February 14, 2020
5 Easy Mall Softwareழ΁ V1.0 2020SR0517333 Qingsong Yikang January 16, 2020
6 Easy consultation software Ⴠᕦਪ
ൢழ΁ V1.0 2020SR0563984 Qingsong Yikang November 15, 2019
7 Early screening management
systemϘጜ၍ଣӻ୕ V1.0 2023SR0964416 Qingsong Yikang January 4, 2022
8
Easy Health Medical Care Points
Welfare Platform [Abbreviation:
Easy Medical Care Welfare
Platform]
Ⴠᕦ਄ੰᔼᚐጐʱ၅л̻
̨[ᔊ၈jჀᕦᔼᐕ၅л̨̻]
V1.0.0 2023SR0965144 Qingsong Yikang May 26, 2023
9
Stellar QA Testing Platform
[abbreviated as: Testing Platform]
݋ܩQA಻༊̨̻[ᔊ၈j಻༊̻
̨]
V3.0 2023SR0965282 Qingsong Yikang August 26, 2019
10
Renma SaaS Digital Marketing
Customer Management System
[Abbreviation: Renma SaaS-CRM]
ɛ৵SaaS˒၍ଣӻ୕[ᔊ
၈jɛ৵SaaS-CRM]
V6.5 2023SR0966746 Qingsong Yikang September 15, 2022
11
Tianlong SCRM Enterprise WeChat
Customer Management System
[Abbreviation: Tianlong SCRM]
˂ᎲSCRM˒၍ଣӻ
୕[ᔊ၈j˂ᎲSCRM]
V5.1 2024SR0689993 Qingsong Yikang December 28, 2023
12
Bianhong Chinese Medicine
Syndrome Differentiation
System
ᒿʕᔼ፫ᗇӻ୕
V1.0 2024SR1181130 Qingsong Yikang June 20, 2024
13 Video review platform (̻
̨) V1.0 2025SR0152190 Qingsong Yikang July 8, 2024
14
Digital healthcare service platform
for doctors and patients ( ᔼઃᅰοʷ
ਕ̨̻)
V2.0 2025SR0469801 Qingsong Yikang December 4, 2024
– IV-14 –


--- page 425 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No. Copyright Version
Registration
number Copyright Owner Date of Creation
15
Qingsong Health Check – Skin
Quality Assessment System
(abbreviated as: Skin Quality
Assessment) (
Ⴠᕦ਄ੰᏨ಻-ᇮሯ൙
Пӻ୕[ᔊ၈jᇮሯ൙П])
V1.0 2025SR1399777 Qingsong Yikang June 4, 2025
(7) Copyrights of works of fine art
As of the Latest Practicable Date, we have registered the following copyrights of fine art which are
material to our business:
No.
Copyright of
work of fine art Registration number Copyright Owner
Date of
Registration
1
Digital Integrated
Insurance Services

GZDZ-2024-F-00106565 Qingsong Yikang April 22, 2024
2 Qingsong Health
Ⴠᕦ਄ੰ GZDZ-2024-F-00109170 Qingsong Yikang April 25, 2024
3 Qingsong Cat Series
Ⴠᕦ፟ӻΐ GZDZ-2024-F-00110908 Qingsong Yikang April 26, 2024
4
Qingsong Cat Series
Expression Works

GZDZ-2017-F-00483010 Qingsongchou Network July 31, 2017
5
Qingsong Health
Corporation 1
(Ⴠᕦ਄ੰණྠ1)
GZDZ-2025-F-00089111 Qingsong Yikang March 17, 2025
6
Qingsong Health
Corporation 2
(Ⴠᕦ਄ੰණྠ2)
GZDZ-2025-F-00089113 Qingsong Yikang March 17, 2025
7 Zhenyangguan Calm 1
(࢙1) GZDZ-2025-F-00140172 Qingsong Health May 9, 2025
8 Zhenyangguan Calm 2
(࢙2) GZDZ-2025-F-00140171 Qingsong Health May 9, 2025
Save as aforesaid, as at the Latest Practicable Date, there were no other trade or service marks, patents,
designs, intellectual or industrial property rights which were material in relation to our Group’s business.
C. FURTHER INFORMATION ABOUT OUR D IRECTORS AND SUBSTANTIAL SHAREHOLDERS
1. Disclosure of Interests
(a) Interests of our Directors and the Chief Executive of Our Company
Immediately following the completion of the Global Offering and without taking into account any
Shares which may be issued pursuant to the exercise of the Over-allotment Option or any Shares that may
be issued under the Pre-IPO Share Option Scheme, the interests or short positions of our Directors and chief
executive of our Company in the shares, underlying shares and debentures of our Company or our
associated corporations (within the meaning of Part XV of the SFO) which will be required to be notified to
our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including
interests or short positions which they were taken or deemed to have under such provisions of the SFO) or
which will be required, pursuant to Section 352 of the SFO, to be entered in the register referred to in that
– IV-15 –


--- page 426 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
section, or which will be required, pursuant to the Model Code for Securities Transactions by Directors of
Listed Issuers as set out in Appendix C3 to the Listing Rules, to be notified to our Company and the Stock
Exchange, once the Shares are listed, will be as follows:
(i) Interest in our Company
Name of Director Nature of Interest
Number of Shares
as of the Latest
Practicable Date
(before the Share
Consolidation)
Number of Shares
upon the Listing
(after the Share
Consolidation)(1)(2)
Approximately
percentage of
interest in our
Company(2)
Ms. YANG(3) ..................... Interest in a company controlled 473,482,900 47,348,290 (L) 22.94%
Interests held jointly with another person 226,866,446 22,686,646 (L) 10.99%
Beneficial interest 42,871,800 4,287,180 (L) 2.08%
WANG Jing
(4) ..................... Beneficial interest 29,097,800 2,909,780 (L) 1.41%
WU Bin(5) ........................ Interests in controlled corporation 134,270,418 13,427,042 (L) 6.51%
Interests held jointly with another person 36,403,838 3,640,384 (L) 1.76%
ZHAO Yuping(6) ................... Interests held jointly with another person 94,975,618 9,497,562 4.60%
ZHENG Kaihuan(6) ................. Interests held jointly with another person 62,750,159 6,275,016 3.04%
(1) The letter “L” denotes the person’s long position in the Shares.
(2) The calculation is based on the total number of 206,374,209 Shares in issue immediately after the Global Offering (assuming that the
Over-allotment Option is not exercised and without taking into account any Shares that may be issued pursuant to the Pre-IPO Share
Option Scheme) and assuming the Share Consolidation is completed.
(3) See “Substantial Shareholders” for details.
(4) Ms. WANG Jing has been granted certain Options pursuant to the Pre-IPO Share Option Scheme. See “— D. Share Incentive Scheme
—1. Pre-IPO Share Option Scheme” for details.
(5) See “Substantial Shareholders” for details.
(6) See notes to “History, Reorganization and Corporate Structure — Corporate Structure” for details.
(ii) Interest in associated corporations of our Company
Name of Director
Name of
associated
corporation
Nature of
interest
Registered Capital/
Number of issued shares
Approximate
percentage of
shareholding
interest
YANG Yin ........................ ZhongLang Technology Corporation Interest in
controlled
corporation
473,482,900 26.33%
Zhuhai Zhonglang Ningkang
Technology Co., Ltd. (
߅
ʮ̡)
Beneficial
Interest
RMB16.884126 million 70%
W UB i n ........................... ZhongLang Technology Corporation Interest in
controlled
corporation
134,270,418 7.47%
(b) Interests of the Substantial Shareholders
Save as disclosed in “Substantial Shareholders” and “Appendix IV—Statutory and General Information—C.
Further Information about Our Directors and Substantial Shareholders—1. Disclosure of Interests” immediately
following the completion of the Global Offering and without taking into account any Shares which may be issued
pursuant to the exercise of the Over-allotment Option or any Shares that may be issued pursuant to the Pre-IPO
Share Option Scheme, our Directors or chief executive are not aware of any other person (other than a Director
or chief executive of our Company) who will have an interest or short position in the Shares or the underlying
Shares which would fall to be disclosed to our Company and the Stock Exchange under the provisions of
Divisions 2 and 3 of Part XV of the SFO, or are, directly or indirectly, interested in 10% or more of the nominal
value of any class of share capital carrying rights to vote in all circumstances at general meetings of our
Company or any other member of our Group.
2. Directors’ Service Contracts and Letters of Appointment
Each of our executive Directors has entered into a service contract with our Company on December 1, 2025,
and we have issued letters of appointment to each of our non-executive Directors and each of our independent
non-executive Directors on December 1, 2025. The service contracts with each of our executive Directors and the
letters of appointment with each of our non-executive Directors are for an initial fixed term of three years
commencing from the Listing Date. The letters of appointment with each of our independent non-executive
– IV-16 –


--- page 427 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Directors are for an initial fixed term of three years. The service contracts and the letters of appointment are
subject to termination in accordance with their respective terms. The service contracts may be renewed in
accordance with our Articles of Association and the applicable Listing Rules.
Save as disclosed above, none of our Directors has entered, or has proposed to enter, into a service contract
with any member of our Group (other than contracts expiring or determinable by the employer within one year
without the payment of compensation (other than statutory compensation)).
3. Directors’ Remuneration
The aggregate remuneration (including salaries, share-based payment, bonus, retirement benefits and other
benefits) paid to our Directors for the years ended December 31, 2022, 2023 and 2024 and the six months ended
June 30, 2025 were approximately RMB7.0 million, RMB6.1 million, RMB6.4 million and RMB3.8 million,
respectively.
Save as disclosed above, no other payments have been made or are payable, in respect of the years/period
ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025 by any of member of our
Group to any of our Directors.
Under the arrangements currently in force, we estimate the aggregate remuneration, excluding discretionary
bonus, of our Directors for the year ending December 31, 2025 to be approximately RMB7.5 million.
4. Directors’ Competing Interests
Save as disclosed in the “Relationship with Our Controlling Shareholders” section, none of our Directors or
his/her respective close associates are interested in a business, apart from the business of our Group, which
competes or is likely to compete, directly or indirectly, with our business, which would require disclosure under
Rule 8.10 of the Listing Rules.
5. Disclaimers
(a) Save as disclosed in “History, Reorganization and Corporate Structure” Section in this prospectus,
none of our Directors nor any of the persons listed in “—E. Other Information—5. Qualification of
Experts” below is interested in the promotion of, or in any assets which have been, within the two years
immediately preceding the issue of this prospectus, acquired or disposed of by or leased to any member
of our Group, or are proposed to be acquired or disposed of by or leased to any member of our Group;
(b) none of our Directors nor any of the persons listed in “—E. Other Information—5. Qualification of
Experts” below is materially interested in any contract or arrangement with our Group subsisting at the
date of this prospectus which is unusual in its nature or conditions or which is significant in relation to
the business of our Group as a whole;
(c) save in connection with Underwriting Agreements, none of the persons listed in “—E. Other
Information—5. Qualification of Experts” below has any shareholding in any member of our Group or
the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for
securities in any member of our Group;
(d) none of our Directors, their respective close associates (as defined under the Listing Rules), or
Shareholders who are interested in more than 5% of the issued share capital of our Company has any
interest in our Company’s five largest customers and five largest suppliers for each year of the Track
Record Period, respectively.
D. SHARE INCENTIVE SCHEME
1. Pre-IPO Share Option Scheme
The following is a summary of the principal terms of the Pre-IPO Share Option Scheme adopted in
2015 and as amended and restated in 2017. The terms of the Pre-IPO Share Option Scheme are not subject
to the provisions of Chapter 17 of the Listing Rules as no Shares will be granted under such scheme after the
Listing.
– IV-17 –


--- page 428 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(a) Purposes
The purpose of the Pre-IPO Share Option Scheme is to attract and retain the best available personnel
for positions of substantial responsibility, to provide additional incentives to selected employees, Directors,
and consultants and to promote the success of our Company’s business.
(b) Eligibility and types of awards
Persons (the “selected participants”) eligible to receive the awards under the Pre-IPO Share Option
Scheme are Directors, employees, consultants or trusts or companies established in connection with any
employee benefit plan of our Company (including this plan) for the benefit of such selected participants.
The awards that may be granted under the Pre-IPO Share Option Scheme includes options (the “Options”),
share purchase rights and share awards. Each selected participant shall enter into a share award agreement
with, among others, our Company for the awards granted to such person under the Pre-IPO Share Option
Scheme. As of the Latest Practicable Date, all the awards under the Pre-IPO Share Option Scheme are
Options.
(c) Administration
The Pre-IPO Share Option Scheme is to be administered by our Board or a Committee appointed by the
Board (the “Administrator”). Subject to applicable law, the Administrator may delegate limited authority to
specified officers of our Company to execute on behalf of our Company any instrument required to effect an
award previously granted by the Administrator. Subject to due compliance with the applicable laws and
regulations, the Administrator shall have the right to, among others, (i) interpret and construe the provisions
of the Pre-IPO Share Option Scheme; (ii) determine the persons who will be awarded options under the
Pre-IPO Share Option Scheme, and the number, exercise price of options, and the purchase price awarded
thereto; (iii) make such appropriate and equitable adjustments to the terms of options granted under the
Pre-IPO Share Option Scheme subject to relative provisions as it deems necessary; (iv) make such decisions
or determinations as it shall deem appropriate in the administration of the Pre-IPO Share Option Scheme.
All decisions, determinations, and interpretations of the Administrator shall be final and binding on all
awardees.
(d) Grant of awards
The Administrator is authorized to grant awards to purchase the number of Shares at the exercise price
and in accordance with the vesting schedule as determined by the Administrator in its sole discretion. Each
selected participant shall enter into a stock awards agreement with, among others, our Company for the
awards granted to such person under the Pre-IPO Share Option Scheme. The date of grant of an award shall,
for all purposes, be the date on which the Administrator makes the determination to grant the award, or such
other later date as is determined by the Administrator.
(e) Duration
The Pre-IPO Share Option Scheme shall become valid and effective for a period of ten years from the
earliest date of grant of any awards, being April 7, 2015, and subject to termination by our Company in
accordance with the terms and conditions of the Pre-IPO Share Option Scheme.
(f) Rights and restrictions attached to awards
The awards are personal to each selected participant and are not assignable or transferable. The
selected participants shall not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner (whether by operation of law or otherwise) other than (i) by will or applicable laws of descent and
distribution or pursuant to a qualified domestic relations order or (ii) by trusts or companies established in
connection with any employee benefit plan of our Company, and shall not be subject to execution,
attachment, or similar process. Upon any attempt to pledge, assign, hypothecate, transfer, or otherwise
dispose of any award or of any right or privilege conferred by this scheme contrary to the provisions hereof,
or upon the sale, levy or attachment or similar process upon the rights and privileges conferred by this
scheme, such award shall thereupon terminate and become null and void.
– IV-18 –


--- page 429 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
A selected participant does not have any contingent interest in any Shares underlying the awards unless
and until such Shares are actually issued or transferred to the selected participant. Until the Shares are
actually are issued , the selected participants shall not have the right to vote, receive dividends, rights or any
other rights as a member shall exist with respect to the Shares. Further, no adjustment shall be made for a
dividend or other right for which the record date is prior to the date the Shares are issued.
Shares issued upon exercise of an award shall be subject to such special forfeiture conditions, rights of
repurchase or redemption, rights of first refusal, and other transfer restrictions as the Administrator may
determine. The restrictions described herein shall be set forth in the applicable share award agreement and
shall apply in addition to any restrictions that may apply to holders of Shares generally.
(g) Vesting schedule
Unless as otherwise determined by the Administrator, the Options under the Pre-IPO Share Option
Scheme are generally vested over a period of four years, with 25% of the underlying Shares shall be vested
on the first anniversary of the date of grant, and 25% of the underlying Shares shall vest each year thereafter
over the next three years on the same day and month of the year as the commencing date, subject to certain
terms and conditions set forth in this scheme and the relevant share award agreement.
(h) Exercise price
Each share award agreement shall specify the exercise price. The exercise price of any awards shall be
determined by the Administrator in its sole discretion. The exercise price shall be payable in accordance
with this scheme and the applicable share award agreement.
(i) Exercise of awards
The award agreement shall specify the term of the awards and the date when all or any installment of
the award is to become exercisable; provided, however, that the term shall not exceed ten (10) years from
the date of grant. Any award granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as may be determined by the Administrator and as set forth in the share
award agreement; provided, however, that an award shall not be exercised for a fraction of a Share.
An award shall be deemed exercised when our Company receives (A) written or electronic notice of
exercise (in accordance with the share award agreement) from the person entitled to exercise the award, (B)
full payment for the Shares with respect to which the award is exercised, and (C) all representations,
indemnifications, and documents reasonably requested by the Administrator including, without limitation,
any shareholders agreement. The consideration to be paid for the Shares to be issued under this scheme,
including the method of payment, shall be determined by the Administrator. Full payment may consist of
any consideration and method of payment authorized by the Administrator in accordance with this scheme
and permitted by the share award agreement.
Shares issued upon exercise of an award shall be issued in the name of the grantee or, if requested by
the grantee, in the name of the grantee and his or her spouse. Subject to certain exception, we shall issue (or
cause to be issued) certificates evidencing the issued Shares promptly after the award is exercised.
(j) Maximum number of Shares underlying the awards
The aggregate maximum number of Shares that may be issued under the Pre-IPO Share Option Scheme
is 280,898,002 Shares. The number of Shares that are subject to the awards outstanding under this scheme at
any time shall not exceed the aggregate number of Shares that then remain available for issuance under this
scheme. If an award expires, becomes unexercisable, or is cancelled, forfeited, or otherwise terminated
without having been exercised or settled in full, as the case may be, the Shares allocable to the unexercised
portion of the award shall again become available for future grant or sale under this scheme (unless this
scheme has terminated). Shares that actually have been issued under this scheme, upon exercise of an
Option or delivery under a share purchase right or share award, shall not be returned to this scheme and
shall not become available for future distribution under this scheme, except in certain circumstances.
– IV-19 –


--- page 430 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(k) Adjustments
In the event of any share dividend, share split, combination or exchange of Shares, amalgamation,
arrangement or consolidation, spin-off, recapitalization or other distribution (other than normal cash
dividends) of Company assets to its shareholders, or any other change affecting the Shares or the price of a
Share, the Administrator shall make such proportionate adjustments, if any, as the Administrator in its
discretion may deem appropriate to reflect such change.
(l) Tax; Amendment; Termination
The selected participants shall bear all the taxes relating to the awards under applicable laws. Our
Company shall have the right to withhold taxes from the amounts payable to the selected participants.
Our Company has the right to amend, alter, suspend, or terminate this scheme. No amendment,
alteration, suspension, or termination of this scheme shall materially and adversely impair the rights of any
grantee with respect to an outstanding Option, unless mutually agreed otherwise between the grantee and the
Administrator, which agreement must be in writing and signed by the grantee and our Company.
Termination of this scheme shall not affect the Administrator’s ability to exercise the powers granted to it
hereunder with respect to Options granted under this scheme prior to the date of such termination. No
Shares shall be issued or sold under this scheme after the termination thereof, except upon exercise of an
Option granted prior to the termination of this scheme.
(m) Outstanding options granted
As of the Latest Practicable Date, under the Pre-IPO Share Option Scheme, Options to 82 selected
participants entitling to an aggregate of 280,898,002 Shares (or 28,089,854 Shares after the Share
Consolidation) were granted and outstanding, representing 13.61% of the total enlarged issued share capital
of our Company immediately following completion of the Global Offering (without taking into account any
Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option and the
Pre-IPO Share Option Scheme). Our Company will not grant additional Options under the Pre-IPO Share
Option Scheme after the Listing. Assuming full vesting and exercise of all awards granted under the
Pre-IPO Share Option Scheme, the shareholding of our Shareholders immediately following the completion
of the Global Offering (assuming the Over-allotment Options is not exercised) would be diluted by 86.39%.
See note 34 to the Accountants’ Report in Appendix I to this prospectus for details of the dilution effect of
the Options on the earnings per share.
Particulars of the Options granted under the Pre-IPO Share Option Scheme are set forth below:
Name of the
Selected
grantees
Title Address
Number of
Shares
underlying
the Options
outstanding
as of the Latest
Practicable Date
(before the Share
Consolidation)
Number of
Shares
underlying
the Options
outstanding
upon the Listing
(after the Share
Consolidation)
Date of
grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage of
issued shares
immediately after
completion of the
Listing (2)
Directors, senior management and connected persons
Ms. Yang Chairlady,
executive
Director and chief
executive officer
Room 509,
No. 68 Shashun
Road,
Xiaotangshan
Town, Changping
District, Beijing,
PRC
42,871,800 4,287,180 April 7,
2015
(3) and
November 10,
2015(3)
0.0001-
0.02333
Ten years from
the date of
grant
(3)
2.077%
WANG Jing
	ˮ᎑)
Executive
Director and chief
financial officer
No. 402,
Gate 1, Building
2,
No. 33
Courtyard,
Taipusi Street,
Xicheng District,
Beijing, PRC
29,097,800 2,909,780 April 7,
2015
(3)
0.0001-
0.06667
Ten years from
the date of
grant
(3)
1.410%
– IV-20 –


--- page 431 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name
of the
Selected
grantees
Title Address
Number of
Shares
underlying
the Options
outstanding
as of the Latest
Practicable Date
(before the Share
Consolidation)
Number of
Shares
underlying
the Options
outstanding
upon the
Listing
(after the Share
Consolidation)
Date of
grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage of
issued shares
immediately after
completion of the
Listing (2)
YU
Liang
ڥ)
director of
subsidiary of
our Company
Room 206,
3rd Floor,
Courtyard 52,
Zhichun Road,
Shuangyushu,
Haidian
District,
Beijing,
the PRC
32,545,027 3,254,503 April 7,
2015
(3)
and
November 10,
2015(3)
0.02333Ten years
from the date
of grant
(3)
1.577%
HU
Hailong
ऎ
Ꮂ)
Director of
subsidiary of
our Company
Dongyuan
Village,
Niuzhuang
Town,
Haicheng City,
Liaoning
Province,
the PRC
71,664 7,167 January 31,
2021
0.95 Ten years
from the date
of grant
0.003%
Grantees who had been granted options to subscribe for an aggregate of 1,000,000 Shares or more
LI Xi
(
ҽ
Ϭ)
former
employee of
our Company
No. 40,
Group 1,
Hongxing
Village,
Luobiao Town,
Gong County,
Sichuan
Province,
the PRC
25,650,000 2,565,000 November 10,
2015
(3)
0.02333Ten years
from the date
of grant
1.243%
ZHONG
Cheng
(
ᙒ
༐)
former
employee of
our Company
Room 1204,
No. 36, Huajing
North Road,
Tianhe District,
Guangzhou City,
Guangdong
Province,
the PRC
17,356,982 1,735,699 July 1,
2018
2.293 Ten years
from the date
of grant
0.841%
YU
Yue
(
ࣀ)
former
employee of
our Company
Room 401,
Gate 2,
Building 108,
Tongsheng
Community,
Haibin Street,
Dagang
District, Tianjin
City, the PRC
13,609,659 1,360,966 November 10,
2015
(3)
0.0233 Ten years
from the date
of grant
0.659%
WANG
Zheng
(
ˮ
݁)
employee of
our Company
Room 1102,
Building F,
No. 6, Middle
North 4th Ring
Road,
Chaoyang
District,
Beijing,
the PRC
13,550,000 1,355,000 July 1,
2017 and
January 31,
2021
0.075–
0.5192
Ten years
from the date
of grant
0.659%
MA
Xiaowu
(
৵ѽ
؛)
employee of
our Company
Room 2401,
Unit 2,
24th Floor,
Building 35,
Cuijing Beili,
Liyuan Town,
Tongzhou
District,
Beijing,
the PRC
13,538,446 1,353,845 July 1,
2018 and
October 31,
2024
0.075
–
0.95
Ten years
from the date
of grant
0.657%
– IV-21 –


--- page 432 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name of
the
Selected
grantees
Title Address
Number of
Shares
underlying
the Options
outstanding
as of the Latest
Practicable Date
(before the Share
Consolidation)
Number of
Shares
underlying
the Options
outstanding
upon the Listing
(after the Share
Consolidation)
Date of
grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage of
issued shares
immediately after
completion of the
Listing (2)
DAI
Wenzhe
(
ࡪ)
employee of
our Company
Room 302,
Building 9,
West of
Bailinsi,
Dongcheng
District,
Beijing,
the PRC
13,538,446 1,353,845 July 1, 2018,
May 6,
2021 and
October 31,
2024
0.95 Ten years
from the date
of grant
0.657%
Other grantees
Name of the
Selected
Participants
Title Address
Number of
Shares
underlying the
Options
outstanding as
of the Latest
Practicable
Date (before
the Share
Consolidation)
Number of
Shares
underlying the
Options
outstanding
upon the Listing
(after the Share
Consolidation)(1)
Date of
grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage
of issued
shares
immediately
after
completion
of the
Listing(2)
ZHANG Yi
(ੵᑈ)
former
employee
of our
Company
Room 1409,
No.1, Lane 1910,
Xinzha Road,
Jing’an District,
Shanghai, PRC
9,493,257 949,326 September 1,
2020
0.0001
-0.075
Ten years
from the date
of grant
0.460%
LI Jing
(
ҽ᎑)
employee
of our
Company
No. 1507, 4/F,
Huixin Xijie,
Chaoyang
District, Beijing,
PRC
6,317,941 631,795 July 1,
2017,
July 1,
2018,
0.075- Ten years
from the date
of grant
0.306%
GAO Yushi
(
৷͗ͩ)
employee
of our
Company
No. 202, 1/F,
Xinglong Urban
Citizen Garden,
Chongwen
District, Beijing,
PRC
6,375,334 637,534 January 31,
2021 and
December 3,
2024
0.95 Ten years
from the date
of grant
0.309%
HU Chengwen
(
ᗻϓ˖)
former
employee
of our
Company
No. 703, Building
25, Yuzhong Xili,
Xicheng District,
Beijing, PRC
5,508,813 550,882 July 1,
2020
0.0001-
0.075
Ten years
from the date
of grant
0.267%
ZHENG Biao
(
ቍஉ)
former
employee
of our
Company
No.93, Lingdou,
Nanshan Village,
Longtian Town,
Fuqing City,
Fujian, PRC
3,402,414 340,242 November 10,
2015
(3)
0.0233 Ten years
from the date
of grant
0.165%
GAO Yu
(
ڠ)
employee
of our
Company
No. 94,
Beisong Village,
Ligao Township,
Tunliu County,
Shanxi Province,
PRC
5,549,309 554,931 December 3,
2024.
July 30,
2025 and
October 29,
2025
0.95 Ten years
from the date
of grant
0.269%
LI Ouna
(
ࢆ)
employee
of our
Company
803, Unit 2,
Building 28, No.
35 North
Huayuan Road,
Haidian District,
Beijing, PRC
2,099,868 209,987 July 1,
2018,
April 1,
2020, and
June 30,
2021
0.075 Ten years
from the date
of grant
0.102%
ZHANG Sicheng
(
ϓ)
employee
of our
Company
Ping An Building,
Bagua Ling, No.
301 Bagua San
Road, Futian
District, Shenzhen,
Guangdong, PRC
4,181,399 418,140 January 31,
2021 and
July 30,
2025
0.95 Ten years
from the date
of grant
0.203%
– IV-22 –


--- page 433 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name of the
Selected
Participants
Title Address
Number of
Shares
underlying the
Options
outstanding as
of the Latest
Practicable
Date (before
the Share
Consolidation)
Number of
Shares
underlying the
Options
outstanding
upon the Listing
(after the Share
Consolidation)(1)
Date of
grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage
of issued
shares
immediately
after
completion
of the
Listing(2)
WANG Taoran
(ˮௗ್)
employee
of our
Company
No. 12, Gate 3,
Building 813,
Jinsong District 8,
Chaoyang
District, Beijing,
PRC
2,099,868 209,987 June 30,
2021,
October 31,
2024 and
July 30,
2025
0.95 Ten years
from the date
of grant
0.102%
ZHOU Leihao
(
մཤೱ)
employee
of our
Company
Group 6, West
Street, No. 25
Hechang Street,
Liulin Town,
Liulin County,
Shanxi Province,
PRC
1,433,288 143,329 June 30,
2021 and
October 31,
2024
0.95 Ten years
from the date
of grant
0.069%
LI Yanlei
(
ᆾ)
former
employee
of our
Company
Group 5, Dongli
Village,
Tianzhuang
Township, Ye
County, Henan
Province, PRC
1,194,407 119,441 April 1,
2020 and
January 31,
2021
0.95 Ten years
from the date
of grant
0.058%
ZHANG Da
(
ੵ༺)
employee
of our
Company
No. 24, Liulijing
Beili, Chongwen
District, Beijing,
PRC
1,194,407 119,441 June 30,
2021
0.95 Ten years
from the date
of grant
0.058%
FENG Liqun
(
ඹ໊ͭ)
employee
of our
Company
2-2-3, No.5
Taoshan Street,
Shahekou
District, Dalian,
Liaoning, PRC
1,433,288 143,329 January 31,
2021,
October 31,
2024 and
July 30,
2025
0.95 Ten years
from the date
of grant
0.069%
HUANG Xiandong
(
රሬಊ)
employee
of our
Company
No. 70, Hulou
Village,
Zhangxiazhuang
Administrative
Village,
Huanggang
Town, Shanxian
County,
Shandong
Province, PRC
955,526 95,553 June 30,
2021
0.95 Ten years
from the date
of grant
0.046%
ZHAO Zhengli
(
Ⴛᅄᘆ)
employee
of our
Company
Qunshang
Community
Collective
Household, No.
582, Qunshang
Village, Meilan
District, Haikou
City, PRC
955,526 95,553 June 30,
2021 and
October 31,
2024
0.95 Ten years
from the date
of grant
0.046%
WANG Fenghua
(
ˮไശ)
employee
of our
Company
Room 104,
Building 13,
Jiayuan West
District, Jinsha
Town, Tongzhou
City, Jiangsu
Province, PRC
955,526 95,553 April 1,
2020
0.95 Ten years
from the date
of grant
0.046%
WANG Qi
(
ӓ೘)
employee
of our
Company
9-3, Attachment
2, No. 152,
Lincunzheng
Street, Lingfeng
Town, Changshou
District,
Chongqing, PRC
1,194,407 119,441 October 31,
2024 and
July 30,
2025
0.95 Ten years
from the date
of grant
0.058%
– IV-23 –


--- page 434 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name of the
Selected
Participants
Title Address
Number of
Shares
underlying the
Options
outstanding as
of the Latest
Practicable
Date (before
the Share
Consolidation)
Number of
Shares
underlying the
Options
outstanding
upon the Listing
(after the Share
Consolidation)(1)
Date of
grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage
of issued
shares
immediately
after
completion
of the
Listing(2)
YANG Lei
(เᆾ)
employee
of our
Company
Room 202, Unit
1, Block 10,
Anzhen Xili 4,
Anzhen Street,
Chaoyang
District, Beijing,
PRC
1,194,407 119,441 October
31, 2024
and
July 30,
2025
0.95 Ten years
from the date
of grant
0.058%
YANG Siyuan
(
Ⴣ)
employee
of our
Company
No.5, Pinghu
Road, Nankai
District, Tianjin,
PRC
955,526 95,553 April 1,
2020
0.95 Ten years
from the date
of grant
0.046%
LI Bin
(
ҽж)
employee
of our
Company
No. 242,
Longgu Village
Shuiningsi Town,
Bazhou District,
Bazhong City,
Sichuan Province,
PRC
955,526 95,553 October 31,
2024
0.95 Ten years
from the date
of grant
0.046%
ZHU Baojian
(
ϡᘒ਄)
employee
of our
Company
No.2 Zhujiadian
Tun, Huashugou
Village,
Yawangmiao
Town, Jianchang
County, Liaoning
Province, PRC
955,526 95,553 June 30,
2021
0.95 Ten years
from the date
of grant
0.046%
ZHU Mengyan
(
Ѹ)
employee
of our
Company
No. 146,
Dongsiwujtiao,
Dongcheng
District, Beijing,
PRC
955,526 95,553 January
31, 2021
and
October
31, 2024
0.95 Ten years
from the date
of grant
0.046%
SUN Qi
(
ຩ)
employee
of our
Company
No.9 Inside
No.19 Guanghui
Lane, Chaoyang
District, Beijing,
PRC
955,526 95,553 April 1, 2020
and
June 30,
2021
0.95 Ten years
from the date
of grant
0.046%
SUN Yue
(
Ꮛ)
employee
of our
Company
114, Building 23,
No. 30 Academy
Road, Haidian
District, Beijing,
PRC
1,194,407 119,441 October 31,
2024 and
July 30,
2025
0.95 Ten years
from the date
of grant
0.058%
LIU Junshi
(
ͩ)
employee
of our
Company
502, Unit 7, 5th
Floor, Building
107, Qunfang
Yiyuan,
Tongzhou
District, Beijing,
PRC
955,526 95,553 June 30,
2021
0.95 Ten years
from the date
of grant
0.046%
LI Jing
(
ҽ᎑)
employee
of our
Company
No. 4A,
Wanghubei Road,
Heping District,
Shenyang, PRC
955,526 95,553 April 1, 2020
and
January 31,
2021
0.95 Ten years
from the date
of grant
0.046%
GUO Wen
(
ெ˖)
former
employee
of our
Company
1-5- 404,
Jixiangli, Tanggu,
Binhai New Area,
Tianjin, PRC
610,124 61,013 July 1,
2017
0.52 Ten years
from the date
of grant
0.030%
LI Dong
(
ҽ̆)
former
employee
of our
Company
No.28, Quanxing
Road, Yangcun
Town, Wuqing
District, Tianjin,
PRC
488,099 48,810 July 1,
2017
0.95 Ten years
from the date
of grant
0.024%
– IV-24 –


--- page 435 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name of the
Selected
Participants
Title Address
Number of
Shares
underlying the
Options
outstanding as
of the Latest
Practicable
Date (before
the Share
Consolidation)
Number of
Shares
underlying the
Options
outstanding
upon the Listing
(after the Share
Consolidation)(1) Date of grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage
of issued
shares
immediately
after
completion
of the
Listing(2)
HUANG Yanqiu
(߇)
employee
of our
Company
Group 1, Kuanyu
Forestry, Laolai
Township, Nehe
City,
Heilongjiang
Province, PRC
477,763 47,777 April 1, 2020
and
January 31,
2021
0.95 Ten years
from the
date of
grant
0.023%
HUANG Xiaojing
(
ර⓶ẙ)
employee
of our
Company
No. 13,
Taierzhuang
Road, Heping
District, Tianjin,
PRC
477,763 47,777 January 31,
2021
0.95 Ten years
from the
date of
grant
0.023%
MA Yanhua
(
৵䝙ശ)
former
employee
of our
Company
No. 5, Row 3,
Jiantuo Village,
Dadun Town,
Baodi District,
Tianjin, PRC
477,763 47,777 April 1, 2020 0.95 Ten years
from the
date of
grant
0.023%
CHEN Minghui
(
ሾ)
employee
of our
Company
No. 701, Unit 1,
Building 18,
Wangchunyuan,
Beiyuan
Homeland,
Chaoyang
District, Beijing,
PRC
477,763 47,777 January 31,
2021
0.95 Ten years
from the
date of
grant
0.023%
ZHAO Hangtian
(
Ⴛঘ˂)
employee
of our
Company
No. 275, Dajia
Village, Bingcao
Township,
Shenzhou City,
Hebei Province,
PRC
477,763 47,777 January 31,
2021 and
June 30, 2021
0.95 Ten years
from the
date of
grant
0.023%
ZHAO Ruixue
(
Ⴛ๿௛)
employee
of our
Company
82, Jinkun
Committee,
Dongfeng Street,
Lvyuan District,
Changchun, PRC
597,203 59,721 June 30,
2021,
October 31,
2024 and
July 30, 2025
0.95 Ten years
from the
date of
grant
0.029%
LU Jianing
(
ᘻԳྐྵ)
employee
of our
Company
No. 113,
Xiaoxinzhuang
Village, Ansu
Town, Xushui
County, Baoding
City, Hebei
Province, PRC
477,763 47,777 January 31,
2021
0.95 Ten years
from the
date of
grant
0.023%
QIN Mingyang
(
ජ)
former
employee
of our
Company
No. 64, Unit 4,
19th Floor,
Jiuxianqiao Si Jie
Fang, Chaoyang
District, Beijing,
PRC
477,763 47,777 April 1, 2020 0.95 Ten years
from the
date of
grant
0.023%
SHENG Kai
(
ସ௱)
employee
of our
Company
No. 43,44, 23rd
Floor, Chuiyangliu
Beili, Chaoyang
District, Beijing,
PRC
477,763 47,777 January 31,
2021
0.95 Ten years
from the
date of
grant
0.023%
DUAN Lunxia
(
ᒳ)
former
employee
of our
Company
No.357, Huide
Village,
Yuejiazhuang
Township, Xintai
City, Shandong
Province, PRC
477,763 47,777 July 1, 2017 0.95 Ten years
from the
date of
grant
0.023%
– IV-25 –


--- page 436 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name of the
Selected
Participants
Title Address
Number of
Shares
underlying the
Options
outstanding as
of the Latest
Practicable
Date (before
the Share
Consolidation)
Number of
Shares
underlying the
Options
outstanding
upon the Listing
(after the Share
Consolidation)(1) Date of grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage
of issued
shares
immediately
after
completion
of the
Listing(2)
LI Dan
(ҽʗ)
employee
of our
Company
Room 202, Gate
3, No. 5-16,
Huaxiang Road,
Longfeng District,
Daqing City,
Heilongjiang
Province, PRC
477,763 47,777 April 1, 2020 0.95 Ten years
from the
date of
grant
0.023%
ZHANG Xue
(
ੵ௛)
former
employee
of our
Company
No. 40, Wutun,
Changfa Village,
Dongxing
Township,
Lindian County,
Heilongjiang
Province, PRC
477,763 47,777 June 30, 2021 0.95 Ten years
from the
date of
grant
0.023%
ZHANG Xuanming
(
ੵ৐თ)
employee
of our
Company
No.214 4, Unit 2,
Building 1,
Railway Highrise,
Pingyang North
Street, Yao Du
District, Linfen
City, Shanxi
Province, PRC
477,763 47,777 January 31,
2021
0.95 Ten years
from the
date of
grant
0.023%
ZHANG Aijun
(
ࠏ)
employee
of our
Company
No. 88, South
Market Street,
Village,
Touerying Cunrui
Town, Huailai
County,
Zhangjiakou City,
Hebei Province,
PRC
477,763 47,777 October 31,
2024
0.95 Ten years
from the
date of
grant
0.023%
ZHANG Li
(
ੵᘆ)
former
employee
of our
Company
Nonferrous Metal
Industry Talent
Center, No.9
Shouti South
Road, Haidian
District, Beijing,
PRC
477,763 47,777 January 31,
2021
0.95 Ten years
from the
date of
grant
0.023%
JIANG Zhizhong
(
׀)
employee
of our
Company
Group 10, Wuer
Village,
Shanquan
Township,
Longjiang
County,
Heilongjiang
Province, PRC
477,763 47,777 October 31,
2024
0.95 Ten years
from the
date of
grant
0.023%
ZHOU Tingting
(
մణణ)
employee
of our
Company
No.285, Beiwang
Village, Beijiao
Town, Zhoucun
District, Zibo
City, Shandong
Province, PRC
477,763 47,777 June 30, 2021 0.95 Ten years
from the
date of
grant
0.023%
WU Yihan
(
юɓ଄)
employee
of our
Company
No. 701, Unit 3,
Building 2,
xueyuan, Century
City, Qing
Haidian District,
Beijing, PRC
477,763 47,777 April 1, 2020
and
January 31,
2021
0.95 Ten years
from the
date of
grant
0.023%
– IV-26 –


--- page 437 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name of the
Selected
Participants
Title Address
Number of
Shares
underlying the
Options
outstanding as
of the Latest
Practicable
Date (before
the Share
Consolidation)
Number of
Shares
underlying the
Options
outstanding
upon the Listing
(after the Share
Consolidation)(1) Date of grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage
of issued
shares
immediately
after
completion
of the
Listing(2)
YU Jiawei
(Գਃ)
employee
of our
Company
No. 49, East
Street, Qijia
Village, Qijia
Town, Longhua
County, Chengde
City, Hebei
Province, PRC
477,763 47,777 April 1, 2020 0.95 Ten years
from the
date of
grant
0.023%
WANG Youfu
(
ˮСబ)
employee
of our
Company
No.29, Wangwu
Xincun, Mentou
Village
Committee,
Fucheng Town,
Yinhai District,
Beihai City,
Guangxi, PRC
597,203 59,721 October 31,
2024 and July
30, 2025
0.95 Ten years
from the
date of
grant
0.029%
WANG Xue
(
ˮ௛)
employee
of our
Company
No. 212, Unit 2,
Building 54, No.
1, Sanjianfang
808, Zhangjiawan
Town, Tongzhou
District, Beijing,
PRC
477,763 47,777 October 31,
2024 and July
30, 2025
0.95 Ten years
from the
date of
grant
0.023%
YANG Kaiyue
(
เ௱൳)
employee
of our
Company
No. 1706,
Building 7,
Panjiayuan
Dongli, Chaoyang
District, Beijing,
PRC
179,161 17,917 October 31,
2024
0.95 Ten years
from the
date of
grant
0.009%
RUAN Sheng
(
Ԥ௷)
former
employee
of our
Company
No. 45, Xiaoying
Village, Xinjie
Village
Committee,
Yangzong Town,
Yiliang County,
Kunming,
Yunnan Province,
PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
YAN Ke
(
₢᭿)
employee
of our
Company
2 Talent Group
Households, No.
3 Changfeng East
Street, Yingze
District, Taiyuan
City, Shanxi
Province, PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
ZHAO Na
(
ࢆ)
employee
of our
Company
No. 1401, Gate 1,
Building 10,
Fangrunxuan,
Hongze Street,
Huaming Street,
Dongli District,
Tianjin, PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
GUAN Yanfang
(
ͷ)
employee
of our
Company
No.28, Group 3,
Chrysanthemum
Village, Xinji
Township,
Gunnan County,
Jiangsu Province,
PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
– IV-27 –


--- page 438 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name of the
Selected
Participants
Title Address
Number of
Shares
underlying the
Options
outstanding as
of the Latest
Practicable
Date (before
the Share
Consolidation)
Number of
Shares
underlying the
Options
outstanding
upon the Listing
(after the Share
Consolidation)(1) Date of grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage
of issued
shares
immediately
after
completion
of the
Listing(2)
CHENG Xiaoyu
(೻ወ͗)
employee
of our
Company
No.232 Luwan,
Laojia Village,
Station Town,
Xiayi County,
Henan Province,
PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
QIN Mengmeng
(
ॢᓝᓝ)
employee
of our
Company
No.5, Gate 3,
No.8,
Zhenwumiao
Erjiao, Xicheng
District, Beijing,
PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
WANG Xinghui
(
ሾ)
employee
of our
Company
No. 102, Unit 4,
Building 15, No.
A4, Yongding
Road, Tiancun,
Haidian District,
Beijing, PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
MAO Yu
(
ˣρ)
employee
of our
Company
No. 802, Gate 2,
Building 128,
Shilibao Dongli,
Chaoyang
District, Beijing,
PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
YANG Yuanyuan
(
เ෤෤)
employee
of our
Company
No. 505, Gate 13,
Building 4, Hefu
Li, Yilin Road,
Hexi District,
Tianjin, PRC
143,329 14,333 January 31,
2021
0.95 Ten years
from the
date of
grant
0.007%
LI Xiaoyan
(
ҽʃዲ)
employee
of our
Company
No. 6, Gate 4,
29th Floor,
Hepingli 7th
District,
Dongcheng
District, Beijing,
PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
SUN Lijun
(
ࠏ)
employee
of our
Company
No.7, Lane 1,
Back Street,
Weijiadian
Village, Mulin
Town, Shunyi
District, Beijing,
PRC
143,329 14,333 January 31,
2021
0.95 Ten years
from the
date of
grant
0.007%
KONG Xiangwei
(
ˆୂ❙)
employee
of our
Company
No. 24, Lane 5,
Second Printing,
Yanjing Dongli,
Chaoyang
District, Beijing,
PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
ZHOU Zhiming
(
մႦઽ)
employee
of our
Company
No. 37, Group 4,
Xinkai Road,
Wang Village, Hu
Zhang Township,
Xia County,
Shanxi Province,
PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
WU Wanwei
(
ᇲ)
employee
of our
Company
Group 23,
Changfeng
Community,
Shengli Street,
Dunhua City, Jilin
Province, PRC
143,329 14,333 June 30, 2021 0.95 Ten years
from the
date of
grant
0.007%
– IV-28 –


--- page 439 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name of the
Selected
Participants
Title Address
Number of
Shares
underlying the
Options
outstanding as
of the Latest
Practicable
Date (before
the Share
Consolidation)
Number of
Shares
underlying the
Options
outstanding
upon the Listing
(after the Share
Consolidation)(1)
Date of
grant
Exercise
price
(US$)(1)
Exercise
period
Approximate
percentage
of issued
shares
immediately
after
completion
of the
Listing(2)
LIU Yanfang
(ٹ)
employee
of our
Company
No. 2, East Lane,
Wudaomiao,
Nundi Village,
Gailing
Township,
Yangcheng
County, Shanxi
Province, PRC
143,329 14,333 June 30,
2021
0.95 Ten years
from the
date of
grant
0.007%
ZHOU Ya
(
մඩ)
former
employee
of our
Company
No. 1462, 35th
Floor, No. 20
Chengfu Road,
Haidian District,
Beijing, PRC
71,664 7,167 January 31,
2021
0.95 Ten years
from the
date of
grant
0.003%
LI Xianmou
	ҽሬፑ)
former
employee
of our
Company
No.4 Shaoshan
East Village, Fu
Town, Leizhou
City, Guangdong
Province, PRC
59,720 5,972 January 31,
2021
0.95 Ten years
from the
date of
grant
0.003%
WANG Cheng
(
ˮ√)
employee
of our
Company
Room 501, Unit
2, Building 1, No.
35 Caochang
Street, Qiaoxi
District,
Shijiazhuang
City, Hebei
Province, PRC
597,203 59,721 July 30,
2025
0.95 Ten years
from the
date of
grant
0.029%
LI Guangyu
(
ҽᄿ༃)
employee
of our
Company
Room 303,
Building 2, Zone
4, No. 8
Courtyard,
Shunba Tiao,
Fengtai District,
Beijing, PRC
597,203 59,721 July 30,
2025
0.95 Ten years
from the
date of
grant
0.029%
YOU Chunyan
(
ዲ)
employee
of our
Company
Room 707, Unit
1, Building 7,
Lijingyuan,
Changying
District,
Chaoyang
District, Beijing
143,329 14,333 July 30,
2025
0.95 Ten years
from the
date of
grant
0.007%
GUO Liping (
ெͭ
̻)
employee
of our
Company
No. 7, Row 2,
Section 3,
Dongtai Village,
Zhutoudian,
Panzhuang Town,
Ninghe District,
Tianjin, PRC
238,882 23,889 December 3,
2025
0.95 Ten years
from the
date of
grant
0.012%
PAN Xianyong (
ᆙ
ۇ)
employee
of our
Company
No. 264, Group 7,
Xinhe Village,
Laoguan
Township, Funan
County, Anhui
Province, PRC
238,881 23,889 December 3,
2025
0.95 Ten years
from the
date of
grant
0.012%
Total 82 280,898,002 28,089,854 13.611%
(1) The exercise price above assumes that the Share Consolidation is completed.
(2) The table above assumes that the Over-allotment Option is not exercised, and no Shares may be issued under the Pre-IPO Share Option
Scheme.
(3) The expiration date of the relevant exercise period has been extended by the Administrator and shall not be terminated until otherwise
determined by the Board.
– IV-29 –


--- page 440 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
For the Options granted under the Pre-IPO Share Option Scheme, they shall (unless as otherwise
determined and so notify such selected participants in writing) vest as follows: (1) as to approximately
89.363% of all such Options as of December 31, 2025; (2) as to approximately 3.162% of all such Options
as of December 31, 2026; (3) as to approximately 3.162% of all such Options as of December 31, 2027
(4) as to approximately 3.162% of all such Options as of December 31, 2028; and (5) as to approximately
0.707% of all such Options as of December 31, 2029.
E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall on our Company or
any of our subsidiaries .
2. Litigation
As of the Latest Practicable Date, save as disclosed in the “Business”, “Risk Factors” and “Directors and
Senior Management” sections in this prospectus, no member of our Group was engaged in any litigation,
arbitration or claim pending, or, to the best knowledge of our Directors, threatened against us or any of our
Directors that would have a material adverse effect on our business, results of operations or financial condition.
3. Joint Sponsors
The Joint Sponsors have made an application on behalf of our Company to the Listing Committee for the
listing of, and permission to deal in, the Shares in issue, the Shares to be issued pursuant to the Global Offering
(including the additional Shares which may be issued pursuant to the exercise of the Over-allotment Option), and
the Shares to be issued pursuant to the Pre-IPO Share Option Scheme. All necessary arrangements have been
made to enable such Shares to be admitted into CCASS.
Each of the Joint Sponsors satisfies the independence criteria applicable to sponsors set out in Rule 3A.07 of
the Listing Rules. The aggregate fees payable by our Company to the Joint Sponsors are US$1.0 million.
4. No Material Adverse Change
Our Directors confirm that, there has been no material adverse change in the financial or trading position or
prospects of our Group since June 30, 2025 (being the date to which the latest audited consolidated financial
statements of our Group were prepared).
5. Qualification of Experts
The following are the qualifications of the experts (as defined under the Listing Rules and the Companies
(Winding Up and Miscellaneous Provisions) Ordinance) who have given opinions or advice which are contained
in this prospectus:
Name Qualification
China International Capital
Corporation Hong Kong
Securities Limited
A corporation licensed to conduct Type 1 (dealing in securities), Type 2
(dealing in futures contracts), Type 4 (advising on securities), Type 5
(Advising on Futures Contracts) and Type 6 (advising on Corporate
Finance) regulated activities under the SFO
China Merchants Securities
(HK) Co., Limited
A licensed corporation to carry out type 1 (dealing in securities), type 2
(dealing in futures contracts), type 4 (advising on securities), type 6
(advising on corporate finance) and type 9 (asset management) regulated
activities under the SFO
Deloitte Touche Tohmatsu Certified Public Accountants under Professional Accountants Ordinance
(Cap. 50) Registered Public Interest Entity Auditor under Financial
Reporting Council Ordinance (Cap. 588)
– IV-30 –


--- page 441 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name Qualification
Tian Yuan Law Firm
Tian Yuan Law Firm
Harney Westwood & Riegels
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Legal advisors as to PRC laws
Legal advisors as to PRC data compliance laws
Legal advisors as to Cayman Islands laws
Industry consultant
Commerce & Finance Law
Offices
Legal advisors as to the U.S. Outbound Investment Rule
6. Consents of Experts
Each of the experts as referred to in “—E. Other Information—5. Qualification of Experts” in this Appendix
has given and has not withdrawn their respective written consents to the issue of this prospectus with the
inclusion of their reports and/or letters and/or opinion (as the case may be) and references to their names included
in the form and context in which they respectively appear.
None of the experts named above has any shareholding interests in our Company or any of our subsidiaries
or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities
in our Company or any of our subsidiaries.
7. Promoter
Our Company has no promoter for the purpose of the Listing Rules. Within the two years immediately
preceding the date of this prospectus, no cash, securities or other benefit has been paid, allotted or given nor is
any proposed to be paid, allotted or given to any promoters in connection with the Global Offering and the
related transactions described in this prospectus.
8. Preliminary Expenses
The preliminary expenses incurred by our Company were US$1,711 and were payable by us.
9. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance of this prospectus, of rendering
all persons concerned bound by all of the provisions (other than the penal provisions) of Sections 44A and 44B of
the Companies (Winding Up and Miscellaneous Provisions) Ordinance insofar as applicable.
10. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being published separately, in
reliance upon the exemption provided by section 4 of the Companies (Exemption of Companies and Prospectuses
from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong).
11. Miscellaneous
(a) Our Directors confirm that as of the date of this prospectus, save as disclosed in the “History,
Reorganization and Corporate Structure” section in this prospectus, within the two years immediately
preceding the date of this prospectus, neither we nor any of our subsidiaries has issued or agreed to
issue any share or loan capital fully or partly paid up either for cash or for a consideration other than
cash;
(b) save as disclosed in the “History, Reorganization and Corporate Structure” section in this prospectus,
no share or loan capital of our Company or any of our subsidiaries is under option or is agreed
conditionally or unconditionally to be put under option;
– IV-31 –


--- page 442 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(c) within the two years immediately preceding the date of this prospectus, no commissions, discounts,
brokerage or other special terms have been granted in connection with the issue or sale of any shares or
loan capital of any member of our Group;
(d) within the two years immediately preceding the date of this prospectus, no commission has been paid
or payable (except commission to underwriters) to any persons for subscription, agreeing to subscribe,
procuring subscription or agreeing to procure subscription of any shares of our Company or any of our
subsidiaries;
(e) save as disclosed in “—D. Share Incentive Scheme,” no founder, management or deferred shares of our
Company or any of our subsidiaries have been issued or agreed to be issued;
(f) no equity or debt securities of any company within our Group is presently listed on any stock exchange
or traded on any trading system nor is any listing or permission to deal being or proposed to be sought;
(g) there is no arrangement under which future dividends are waived or agreed to be waived;
(h) there has not been any interruption in the business of our Company which may have or have had a
material adverse effect on the financial position of our Company in the 12 months immediately
preceding the date of this prospectus; and
(i) our Company has no outstanding convertible debt securities or debentures.
– IV-32 –


--- page 443 ---
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND AVAILABLE ON DISPLAY
1. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to a copy of this prospectus and delivered to the Registrar of Companies in Hong
Kong for registration were:
(a) copies of each of the material contracts referred to in “Statutory and General Information—B. Further
Information about Our Business—1. Summary of Material Contracts” in Appendix IV of this
prospectus; and
(b) the written consents referred to in “Statutory and General Information—E. Other Information—
6. Consents of Experts” in Appendix IV of this prospectus.
2. DOCUMENTS AVAILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of our Company at
https://www.qingsonghealth.com/ and on the website of the Stock Exchange at www.hkexnews.hk up to and
including the date which is 14 days from the date of this prospectus:
(a) the Memorandum and Articles of Association;
(b) the Accountants’ Report in respect of the historical financial information of our Group for the three
financial years ended December 31, 2024 and the six months ended June 30, 2025 and the report on the
unaudited pro forma financial information prepared by Deloitte Touche Tohmatsu, the texts of which
are set out in Appendices I and II, respectively;
(c) the audited consolidated financial statements of our Company for the three financial years ended
December 31, 2024 and the six months ended June 30, 2025;
(d) the legal opinions issued by Tian Yuan Law Firm, our legal advisors as to PRC laws, in respect of
certain aspects of our Group and the property interests of our Group;
(e) the legal memorandum issued by Tian Yuan Law Firm, our legal advisors as to PRC data compliance
laws, in respect of certain data compliance aspects of our Group;
(f) the letter of advice prepared by Harney Westwood & Riegels, our legal advisors as to Cayman Islands
laws, in respect of certain aspects of the Cayman Companies Act referred to in Appendix III to this
prospectus;
(g) the material contracts referred to in “Statutory and General Information—B. Further Information about
Our Business—1. Summary of Material Contracts” in Appendix IV of this prospectus;
(h) the written consents referred to in “Statutory and General Information—E. Other Information—
6. Consents of Experts” in Appendix IV of this prospectus;
(i) service contracts and letters of appointment referred to in “Statutory and General Information—
C. Further Information about Our Directors and Substantial Shareholders—2. Directors’ Service
Contracts and Letters of Appointment” in Appendix IV of this prospectus;
(j) the rules of the Pre-IPO Share Option Scheme;
(k) the Cayman Companies Act;
(l) the F&S Report; and
(m) the memorandum issued by Commerce & Finance Law Offices, our legal advisors as to the U.S. Outbound
Investment Rule.
– V-1 –


--- page 444 ---
QingSong Health Corporation
Ⴠᕦ਄ੰණྠ
Stock code: 2661
(Incorporated in the Cayman Islands with limited liability)
QingSong Health Corporation
਄ੰණྠ
QingSong Health Corporation
਄ੰණྠ
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunner and Joint Lead Manager
